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.
Global Manufacturing Inc., with its principal place of business at 8200 Industrial Parkway, Suite 300, Chicago, IL 60607 (Tax ID: 36-4829173) ("Seller"), and
Pacific Coast Distributors, LLC, with an address at 1500 Harbor Boulevard, Long Beach, CA 90802 ("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 Section 2-201 (Statute of Frauds) applicable to contracts 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 ("UCC") as adopted in the governing state. To the extent this transaction is characterized as a lease rather than a sale of goods, UCC Article 2A shall apply. Where the transaction is between parties whose 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 UCC Article 2 governs.
Description: Model X-200 Industrial Air Compressors, 50HP, 175 PSI maximum pressure, horizontal tank mount, with standard accessories kit including pressure regulator, safety valve, and 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 shall constitute an express warranty by description under UCC Section 2-313. Seller warrants good title, rightful transfer, and freedom from undisclosed security interests pursuant to UCC Section 2-312, and represents that the Goods are free from any liens, encumbrances, or security interests. Title shall pass in accordance with UCC Section 2-401, and a good-faith purchaser for value shall take free of voidable title in accordance with UCC Section 2-403.
Delivery Date: Seller shall deliver the Goods on or before May 15, 2026. Time is of the essence with respect to the delivery date. Manner of delivery is governed by UCC Section 2-503, and the shipment/destination terms (including FOB, CIF, and other mercantile-shipment terms) are governed by UCC Section 2-319. Payment is due as a condition to Buyer's receipt of the Goods pursuant to UCC Section 2-507. If Seller anticipates a delay in delivery, Seller shall promptly notify Buyer in writing.
Seller shall ship the Goods to the delivery address specified by Buyer using a reputable carrier. Unless otherwise agreed, Seller shall select the carrier and shipping method. All shipping costs shall be borne by Seller unless otherwise agreed in writing. The Goods shall be properly packaged and labeled for shipment. Seller shall provide Buyer with tracking information upon shipment.
Packaging: Seller shall package the Goods in a manner suitable to protect them from damage during transit, using industry-standard packaging materials and methods appropriate for the type and nature of the Goods.
If Buyer fails to notify Seller of any non-conformity within the Inspection Period, the Goods shall be deemed accepted pursuant to UCC Section 2-606. Upon acceptance, Buyer must notify Seller of any breach within a reasonable time after Buyer discovers or should have discovered it, or be barred from any remedy, in accordance with UCC Section 2-607(3)(a). If a non-conformity could not reasonably have been discovered prior to acceptance, or acceptance was induced by Seller's assurance, Buyer may revoke acceptance pursuant to UCC Section 2-608. If Buyer rejects the Goods for non-conformity, Buyer shall provide written notice to Seller specifying the nature of the non-conformity. Seller shall, at its option and expense, either: (a) replace the non-conforming Goods with conforming Goods within a reasonable time; (b) repair the non-conforming Goods at no cost to Buyer; or (c) refund the purchase price (or a proportionate amount) for the non-conforming Goods.
In accordance with UCC Section 2-601 (perfect tender rule) and UCC Section 2-602, if the Goods or any delivery unit thereof fail in any respect to conform to the contract, Buyer may: (a) reject the whole; (b) accept the whole; or (c) accept any commercial unit or units and reject the rest. Rejection must be made within a reasonable time and Buyer must seasonably notify Seller. The Parties further acknowledge the rights and remedies of Seller and Buyer under UCC Sections 2-610 (anticipatory repudiation), 2-703 (seller's remedies), 2-711 (buyer's remedies), 2-715 (incidental and consequential damages), and 2-719 (contractual modification or limitation of remedy, subject to the unconscionability standard).
Buyer shall pay the full purchase price of 120,000.00 USD prior to or upon delivery of the Goods. Payment shall be made by wire transfer, certified check, ACH transfer, or other method acceptable to Seller.
Late Payment: Any payment not received by the due date shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less), calculated from the due date until payment is received in full. Buyer shall also be responsible for all reasonable costs of collection, including attorneys' fees, incurred by Seller in collecting overdue amounts.
This warranty does not cover damage resulting from: (a) misuse, abuse, neglect, or unauthorized modification; (b) improper storage, installation, or maintenance; (c) normal wear and tear; (d) accidents, fire, flood, or other external causes; or (e) use of the Goods in a manner inconsistent with Seller's instructions or specifications.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY (UCC SECTION 2-314) AND FITNESS FOR A PARTICULAR PURPOSE (UCC SECTION 2-315), WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW PURSUANT TO UCC SECTIONS 2-316(2) AND 2-316(3). This disclaimer is made subject to the Magnuson-Moss Warranty Act, 15 U.S.C. Sections 2301-2312, which limits the disclaimer of implied warranties where any written warranty is given on a consumer product.
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. Buyer shall obtain a Return Merchandise Authorization (RMA) number before shipping any Goods back to Seller. Goods returned without a valid RMA number may be refused. Unless otherwise specified, Buyer shall be responsible for return shipping costs. Refunds for accepted returns shall be processed within fifteen (15) business days of Seller's receipt and inspection of the returned Goods.
Risk of loss passes to Buyer upon physical delivery of the Goods to Buyer's designated location. Until delivery is complete, Seller shall maintain adequate insurance coverage for the Goods and shall bear all risk of loss.
If the Goods are damaged or lost during transit, the Party bearing the risk of loss at the time of damage or loss shall be responsible for filing claims with the carrier and/or insurer.
Seller represents and warrants under UCC Section 2-312 that at the time of title transfer: (a) Seller has good and marketable title to the Goods; (b) the Goods are free and clear of all liens, encumbrances, and security interests; and (c) Seller has full right and authority to sell and transfer the Goods to Buyer. A good-faith purchaser for value takes free of any voidable title pursuant to UCC Section 2-403. Seller agrees to indemnify and hold harmless Buyer against any claims arising from a breach of this representation.
The affected Party shall provide prompt written notice to the other Party of the Force Majeure Event, including a description of the event and an estimate of its expected duration. The affected Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.
If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement upon written notice to the other Party, without liability for such termination, except for payment obligations for Goods already delivered and accepted.
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, OR COST OF REPLACEMENT GOODS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations set forth in this section shall not apply to: (a) damages resulting from a Party's willful misconduct or gross negligence; (b) Seller's breach of the title warranty; (c) obligations under the indemnification provisions; or (d) any liability that cannot be limited under 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 that no settlement may be made without the Indemnified Party's consent if it would impose any obligation or liability on the Indemnified Party.
Binding Arbitration: Any dispute that cannot be resolved through good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Illinois. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.
No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in writing and signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
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.
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
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