Buying and selling
Sales agreement
The paper for a sale of goods between two businesses, or between a business and a buyer, where the transaction is big enough to write down. It names what is being sold, the price and how it is paid, when the goods are delivered, at what point ownership passes, and at what point risk of damage moves from one side to the other — which are two different moments and are often written to happen at different times. It also says what the seller is promising about the goods, and what happens if they turn up wrong.
- In the catalogue
- Buying and selling
- Where it can live
- Any of the 184 governing laws
Who uses one
- Businesses buying or selling equipment, stock, vehicles or materials.
- Companies selling assets outside their usual trading terms.
- Anyone whose sale is large enough that a receipt is not enough.
What you are deciding
- What exactly is being sold, described so it can be identified
- The price, the currency, and how and when it is paid
- Where and when delivery happens, and who arranges transport
- When ownership passes, and when risk passes
- What the seller promises about condition and title
- What happens if the goods are late, short or faulty
- Whether anything is sold as seen
- Which legal system the paper names
Blanks you leave stay blank and wait in the room. Nothing is filled in from a guess.
The sections a draft usually has
- 1The parties
- 2The goods
- 3Price and payment
- 4Delivery
- 5Passing of title
- 6Passing of risk
- 7Warranties
- 8Inspection and rejection
- 9Limits on liability
- 10Governing law
A general outline, not a required one. What turns up in a draft follows what you described. A contract is written in the order a contract is read.
What people call it
The names this kind of paper goes by. They are here because people search for them. They also filter the catalogue. They are not a wordlist the door matches. At the composer you describe the deal in your own words instead.
- sales agreement
- sale of goods agreement
- purchase agreement
- asset sale agreement
- contract of sale
- goods contract
Questions people ask
- What is the difference between title and risk?
- Title is who owns the goods; risk is who bears the loss if they are damaged. Papers of this kind set each separately, because ownership often passes on payment while risk often passes on delivery.
- What does sold as seen mean?
- It signals that the buyer has inspected the goods and is taking them in their current condition. How far a term like that can limit what the seller promises is decided by local law, especially in consumer sales.
- Do international sales need different terms?
- They usually add shipping terms, currency, export documents and sometimes an international sales convention that applies by default unless excluded. Cross-border sales are where the delivery section does most of its work.
General answers about the document. Not advice about your situation. Not written about any one country.
Where it lives
A contract names the legal system it is governed by. That is a separate decision from which paper it is. You pick it at the door, from any of the 184 units in Governing law, including England and Wales, Delaware, California and New York.
You do not start from this page. Describe the deal in one sentence at the door. Read the draft back in plain language, in the order a contract is read.
Start it at the door →Related kinds