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Free Contract for Sale of Goods

A Sale of Goods Contract is used to document the sale of a physical item between two parties. It sets out what is being sold, the agreed price, how and when payment will be made, delivery terms, and any warranties or risk-allocation rules.

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Last Update April 17, 2026

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What Is a Sale of Goods Contract?Terms of a Sale of Goods ContractWhat Law Governs a Contract of Sale of GoodsContract of Sale of Goods SampleOther Financial DocumentsFAQs About Sale of Goods Contracts

What Is a Sale of Goods Contract?

A Sale of Goods Agreement is a legal document that is used when a business or individual wishes to sell goods to another individual or business.

The Sale of Goods Agreement is used to specify what is being sold and set the terms and conditions of the sale.

The contract will cover basic concepts like price, but also anything that has to do with warranties, the risk involved, and more.

Use our Sale of Goods Agreement template as a reliable foundation to help you draft your contract.

Terms of a Sale of Goods Contract

To make an enforceable Sale of Goods Contract, it is essential to include all the correct terms and conditions.

Leaving important details out can make disputes harder to resolve if the agreement if it’s challenged in a court of law.

Go over the following terms of a Sale of Goods Agreement, below.

The Transaction

After including the names of each party, the first term you must specify is the transaction of the good(s).

Mention that the selling party agrees to sell the product to the buyer.

Amount to Be Paid

In this section, specify how much the good(s) will be sold for.

Mention that both parties agree on the purchase price. Also, add any information regarding a deposit, and if it is refundable or not.

Payment

Choose how the good(s) will be paid for by the buyer. It could be paid by cash, a bank transfer, or by some other method.

Also, include if the payment will take place all at once or over a long period.

Delivery of Goods

Include the date that the good(s) will be received by the buyer.

Determine any consequences the seller may face if the item or items are not delivered to the buyer by that time.

Once these parts are filled in and the contract is agreed upon, both parties should sign the document. Adding the date it’s signed is strongly recommended.

You can use our Sales of Goods Contract template to sell any type of goods. It can also help you include all the necessary elements explained above, and avoid errors while drafting the document.

What Law Governs a Contract of Sale of Goods

In the United States, the transaction of goods is generally regulated by the sales laws of each state.

However, in the United States, every state except Louisiana has adopted Article Two of the Uniform Commercial Code (§ 2-101).

Article 2 of the UCC regulates most of the rules for the sale of goods.

The code provides solutions to problems that may occur during the completion of a transaction, such as:

  • Cancelation of a contract with unreasonable terms
  • Warranty of merchantability
  • Warranty of fitness

These solutions keep both buyers and sellers safe from fraud or unfair contracts.

Article 2 also states that contracts for transactions over $500 be made in writing to be enforceable.

Louisiana chose not to adopt Article Two and has its own (similar) civil code regarding the sale of goods.

Contract of Sale of Goods Sample

To have a better understanding of how your contract should be structured, you should review a sample of a Sale of Goods Contract.

That is why we have added an example for you to examine below.

Sale of Goods Sample
Get a Sale of Goods Agreement
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Other Financial Documents

Apart from a Sale of Goods Contract, there are legal documents that can help you in similar legal matters.

Review the following financial documents that can assist you in related circumstances.

Lawdistrict has legal documents that can help you create a smart solution for just about any matter.

FAQs About Sale of Goods Contracts

To clear up any doubts you may have regarding Sale of Goods Agreements, we have answered some of the most common questions that are asked about the contract.

Under U.S. law, goods are generally classified into two categories:

  • Existing Goods: Items that already exist are known as existing goods, and have been identified to the contract.
  • Future Goods: These goods are bought yet have not been created, grown or acquired when they were sold. Examples include crops and custom-made items.

A Sale of Goods Contract can cover existing goods or future goods. It can also explain what happens if the seller cannot supply the future goods.

It’s possible to draft your own Sale of Goods Contract from home.

You simply need to download our Sale of Goods Agreement template and fill it out.

Keep in mind that it’s recommended that you review your finished document with a legal professional, such as a lawyer. They can make sure it includes all the necessary information relevant to your circumstances.

For the contract rules to be enforced, you must ensure that the contract is used correctly.

That means you must include all the correct terms and conditions. You must abide by the Uniform Commercial Code, or Louisiana’s civil code if you are a resident of that state.

Finally, make sure that both you and the other party sign and date the contract, making it legally binding.

You can have a legal professional review your personalized form to make sure that all the necessary details are included.

Preview of your Sale of Goods Agreement

SALES AGREEMENT
THIS SALES AGREEMENT (the "Agreement") dated this ________ day of
________________, ________ by and between

_________ of _________

(the "Buyer")
AND

_________ of _________

(the "Seller")
By entering into this Sales Agreement, the parties hereby agree to the covenants and agreements contained herein in the manner that follows:
Sale of Goods
1. The Seller hereby agrees to sell, transfer, and deliver the specified goods to the Buyer on or before the date of _____________, 20____ (the "Goods" or the "Vehicle"):
Details of the vehicle:

• Make: _________
• Model: _________
• Year: _________
• Color: _________
• VIN or HIN: _________
Sale Price
2. The Buyer shall accept the Goods from the Seller and pay the amount of $_________ (USD) (the "Sale Price"). The aforementioned amount shall be paid by cash in accordance with this Agreement.
3. The Buyer and the Seller acknowledge and agree that the consideration stated in this Agreement is sufficient. In addition to the Sale Price specified herein, the Buyer shall be responsible for any and all present or future use, excise, or similar taxes associated with the sale of the Goods. The Buyer may alternatively provide the Seller with a valid tax exemption certificate acceptable to the relevant taxing authorities in lieu of paying such taxes.
4. The Sale Price specified in this Agreement is inclusive of any applicable sales tax. The Buyer is responsible for paying the sales tax of the Sale Price unless the Buyer provides the Seller with a valid tax exemption certificate that is acceptable to the relevant taxing authorities. In such case, the amount of sales tax shall be deducted from the Sale Price payable by the Buyer.
Payment

5. The Buyer shall pay for the Goods either at the time and place of delivery or upon receipt of any document of title or registrable bill of sale with the necessary endorsement.
Delivery of Goods
6. The Goods will be deemed received by the Buyer when delivered to the Buyer at _________. The method of shipment will be at the discretion of the Buyer. However, the Seller will only be responsible for the lesser of truck freight or rail freight to the Buyer.
Risk of Loss
7. The risk of loss from any casualty to the Goods, regardless of the cause, will be on the Seller until the Goods have been received by the Buyer. The Buyer shall procure, at its own expense, insurance on the Goods insuring the Seller's and the Buyer's interest as they appear until payment in full is received by the Seller.
Warranties
8. THE GOODS ARE SOLD "AS IS" AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume, or authorize any other person to assume on behalf of the Seller, any liability in connection with the sale of the Goods. The above disclaimer of warranties by the Seller shall not affect any applicable warranties from the manufacturer of the Goods.
9. The Buyer has been allowed to inspect the Goods or to have them inspected, and the Buyer accepts the Goods in their existing condition. Furthermore, the Seller disclaims any warranty as to the condition of the Goods.
Title
10. The Seller will retain title to the Goods until the Buyer receives actual delivery of the Goods or until the Seller delivers a document of title or registrable bill of sale of the Goods, bearing any necessary endorsement, to the Buyer.
Security Interest
11. The Seller retains a security interest in the Goods until the Buyer has paid the full sale price.
Inspection
12. The Buyer shall inspect the Goods at the time and place of delivery.
13. Any refund shall not include the costs of delivery or installation/de-installation, which shall be borne by the Buyer.
Claims
14. The Buyer must notify the Seller of any claim within 10 days from the date of delivery. Failure to do so will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims concerning the Goods.
Excuse for Delay or Failure to Perform
15. The Seller shall not be liable for any delay, non-delivery, or default in shipment due to labor disputes, transportation shortages, delays in receipt of material, priorities, fires, accidents, or other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, is prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller shall have the right to terminate this Agreement by notice in writing to the Buyer, which notice shall be accompanied by a full refund of all sums paid by the Buyer under this Agreement. In all other cases, if the Seller fails to deliver the Goods to the Buyer within the time and manner specified in this Agreement, the Buyer may provide written notice of the default to the Seller. If within seven (7) days of the notice being received, or within such other period as agreed to by the parties, the default is not corrected, the Buyer may immediately terminate this Agreement.
Remedies
16. The Buyer's exclusive remedy and the Seller's limit of liability for any losses or damages resulting from defective goods or any other cause shall be for the Sale Price of the particular delivery concerning which losses or damages are claimed, plus any transportation charges paid by the Buyer.
Cancellation
17. The Seller reserves the right to cancel this Agreement:

(a) if the Buyer fails to pay for any shipment when due;
(b) in the event of the Buyer's insolvency or bankruptcy; or
(c) if the Seller deems that its prospect of payment is impaired.
Notices
18. Any notice or document to be given or delivered to either the Seller or Buyer under this Agreement shall be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents shall be deemed given, made, and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:
BUYER:

• _________ of _________
SELLER:

• _________ of _________
General Provisions
19. Headings are provided for convenience only and do not affect the interpretation of this Agreement. Words in the singular include the plural and vice versa. Words referring to a particular gender include all genders.
20. All representations and warranties made by the Seller in this Agreement shall survive the closing of this Agreement.
21. Either party to this Agreement may assign its rights under this Agreement, but such assignment shall not alter the obligation of either party, increase the burden or risk involved, or impair the likelihood of obtaining performance under this Agreement. However, no obligation for performance imposed on either party by this Agreement may be delegated to any other person without the prior written consent of the other party. Each party has a substantial interest in having the other party perform or control the acts required by this Agreement.
22. This Agreement may not be modified except in writing signed by all parties to this Agreement.
23. This Agreement shall be governed by and construed under the laws of the , including the Uniform Commercial Code of _________. The Seller and the Buyer hereby submit to the jurisdiction of the courts of the .
24. Unless otherwise defined in this Agreement, all terms used in this Agreement shall have the same meaning as set forth in the Uniform Commercial Code in effect in the on the date of execution of this Agreement.
25. If any clause of this Agreement is held to be unconscionable by any court of competent jurisdiction, arbitration panel, or any other official finder of fact, such clause shall be deleted from this Agreement and the remainder of this Agreement shall remain in full force and effect.
26. This Agreement shall be binding upon and inure to the benefit of the Seller and the Buyer and their respective successors and assigns.
27. This Agreement may be executed in counterparts, and facsimile signatures shall be binding and considered to be original signatures.
28. Time is of the essence in this Agreement.
29. This Agreement constitutes the entire agreement between the parties, and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to the prospective performance of the Goods, but has relied upon its inspection and investigation of the subject matter.
IN WITNESS WHEREOF the parties have executed this Sales Agreement on this ________ day of ________________, ________.

_____________________________
_________ (Seller)

 

_____________________________
_________ (Buyer)

 

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