Contract templates · Sales, Supply & Distribution
Purchase orders and invoices rarely say when risk passes, what happens with faulty goods or how much either side can be liable for. A sale of goods agreement fills those gaps for B2B sales.
A sale of goods agreement is a contract between a business seller and buyer setting the goods and specifications, price and payment, delivery and when risk passes, when ownership transfers, inspection and rejection rights, warranties and liability limits.
When you need one
- One-off or repeat B2B sales of products
Key clauses in a Sale of Goods Agreement
These are the clauses the template includes, and what each one does for you.
Goods and specifications
Describes the goods, quantities and specifications.
Price and payment
Fixes price, currency, taxes and payment terms.
Delivery and risk
Sets delivery terms, often by Incoterms, and when risk passes to the buyer.
Title transfer
States when ownership passes, often only on full payment.
Inspection and rejection
Gives the buyer a window to inspect and reject non-conforming goods.
Warranties
Sets the seller's warranties and their duration.
Limitation of liability
Caps liability and excludes indirect losses.
Common mistakes to avoid
- No retention of title, so unpaid goods are lost if the buyer becomes insolvent.
- Risk and title passing at different, undefined points.
- Unlimited implied warranties left in place without realising it.
How to use the template
Download the Word file
Buy the Sale of Goods Agreement template on My Contract Lawyer and download the editable .docx straight after checkout.
Fill in the brackets
Add names, dates, fees, scope and governing law, and delete optional clauses that do not apply to your deal.
Check it against local law
Rules differ between US states, the UK and EU countries, especially for employment, consumer and property contracts. Have a lawyer review high-value or unusual deals.
Sign and keep a copy
Sign on paper or with any e-signature tool, and store the final version where both sides can find it.
Get the Sale of Goods Agreement template
Lawyer-drafted and ready to edit in Word, Google Docs or Pages. One-time payment of $19, no subscription, instant download from My Contract Lawyer.
Frequently asked questions
What law applies to international sales?
The UN Convention on Contracts for the International Sale of Goods (CISG) applies by default between many countries unless the contract excludes it.
What are Incoterms?
Standard trade terms, such as EXW, FOB or DDP, defining who pays for and bears risk during transport.
Is this suitable for consumer sales?
No. Consumer sales are subject to mandatory consumer rights; this template is for business-to-business sales.
Related contract templates
Templates are a starting point, not legal advice, and using one does not create a lawyer-client relationship. Contract law differs between countries and states, so check the finished document against local law.