The Sales Agreement for Goods That Won’t Blow Up Later

Why your “it’s all in the email” deal is asking for trouble

Email threads feel clear in the moment. But try reconstructing a deal six months later when someone is angry. That’s when you discover:

• The price was in one email, the delivery terms in another, and the warranty in a phone call.
• Nobody wrote down what happens if the shipment is delayed.
• You never agreed who carries the risk while the goods are in transit.

Courts don’t love that. Your accountant doesn’t love it either. And your future self definitely won’t.

A sales agreement template for goods pulls all of that scattered information into one structured document. Not a legal novella. Just a clear, repeatable format that you can adapt for each deal.

What a solid goods sales agreement usually covers (without sounding like a robot)

If you strip away the legalese, most sales agreements for goods circle around the same handful of questions:

• What exactly is being sold?
• For how much, and when is it paid?
• Who handles delivery, risk, and insurance?
• What if the goods are defective or late?
• How can each side get out of the deal if things go sideways?

Let’s walk through template examples that answer these questions in different real-world settings.

The straightforward domestic sale: when you just need clarity, not drama

Imagine a small manufacturer in Ohio selling custom metal parts to a regional distributor. They’re not shipping overseas, no crazy financing, just recurring orders. Their sales agreement template looks boring on purpose—and that’s actually a good thing.

A typical structure for this kind of goods sale:

Clear description of goods and specs

This is where many businesses get sloppy. “Widgets” is not a description. A usable template forces you to be specific:

Goods. Seller agrees to sell, and Buyer agrees to purchase, the goods described in Exhibit A (the “Goods”), including specifications, model numbers, and quantities.

Exhibit A is where the details live: SKUs, dimensions, materials, tolerance levels, packaging. It’s tedious. It’s also what saves you when the buyer later says, “This isn’t what we ordered.”

Price, payment, and late fees that are actually enforceable

A practical domestic template doesn’t just say “Net 30.” It spells out:

Purchase Price and Payment Terms. Buyer shall pay Seller the prices set forth in Exhibit B. Unless otherwise stated, payment is due within thirty (30) days of the invoice date. Any undisputed amount not paid when due shall accrue interest at [X]% per month, or the maximum rate allowed by law, whichever is lower.

Notice the “undisputed amount” language. That’s where people get clever. A buyer might dispute a small portion of the invoice and withhold everything. A good template lets you say: fine, dispute that part, but you still pay the rest on time.

Delivery, risk of loss, and the moment everyone forgets to define

This is where UCC concepts quietly creep in for U.S. deals. If you’ve ever seen terms like FOB Shipping Point or FOB Destination and just nodded along, you’re not alone.

A clean domestic template might say:

Delivery; Risk of Loss. Unless otherwise agreed in writing, delivery shall be FOB Seller’s facility (Incoterms 2020). Title and risk of loss to the Goods shall pass to Buyer upon delivery of the Goods to the carrier at Seller’s facility.

In plain English: once the goods hit the truck at your loading dock, they’re the buyer’s problem. If the truck flips over two states away, your insurer is not amused if your contract is vague.

If you’re selling to less sophisticated customers, the template can ditch the jargon and say it plainly:

Risk of loss transfers to Buyer when the Goods are handed over to the carrier at Seller’s warehouse.

Same point, less legal theater.

Inspection, rejection, and the “you can’t complain forever” clause

Without a deadline, buyers can sit on goods for months and then suddenly discover they’re unhappy. A solid template example cuts that off:

Inspection and Acceptance. Buyer shall inspect the Goods within ten (10) days after delivery. Unless Buyer notifies Seller in writing of any nonconformity within that period, the Goods shall be deemed accepted.

You can tweak the number of days depending on your industry. Perishables? Shorter. Complex machinery? Longer. But the structure stays the same: clear window, written notice, specific consequences.

When the order is custom-made: protecting both sides from painful surprises

Now picture a furniture maker in North Carolina building custom tables for a hotel chain. The risk profile is different: once those tables are built, they’re not easy to resell if the buyer backs out.

Here, the sales agreement template needs to lean harder on specifications, change orders, and non-refundable deposits.

Custom specs and change management

A good custom-goods template doesn’t just say “as per Buyer’s specifications.” That’s asking for trouble. It ties the specs to attachments and locks down how changes work:

Custom Goods. The Goods are custom-manufactured based on Buyer’s specifications set forth in Exhibit A. Any changes to the specifications, quantities, or delivery schedule must be agreed in a written change order signed by both parties and may result in adjusted pricing and delivery dates.

That one paragraph is doing a lot of quiet work. It gives you:

• A clear reference point (Exhibit A)
• A process for changes
• A built-in justification for price and schedule adjustments

Deposits and cancellation fees that are actually realistic

If you’re making something you can’t easily resell, your template should not pretend that a last-minute cancellation is harmless.

You’ll often see language like:

Deposit; Cancellation. Buyer shall pay a non-refundable deposit of [X]% of the total Purchase Price upon execution of this Agreement. If Buyer cancels the order after manufacturing has begun, Buyer shall remain liable for all costs incurred by Seller up to the date of cancellation, including materials and labor, less the Deposit.

Is it harsh? A little. Is it fair? Also yes. You’re not asking for a windfall, just coverage of your actual costs.

Cross-border sales: where a template stops being “nice to have” and starts being survival gear

Once goods cross borders, you’re no longer just dealing with price and delivery. You’re dealing with customs, export controls, different legal systems, and the occasional political surprise.

Think of a U.S. electronics company shipping components to a buyer in Germany. Their international sales agreement template has the same core structure—but with a few extra muscles.

Incoterms and who does what at the border

International templates almost always lean on Incoterms (EXW, FCA, CIF, DAP, etc.). They’re not decoration; they allocate costs and responsibilities.

For example:

Delivery Terms. Delivery shall be DAP Buyer’s facility in Berlin, Germany (Incoterms 2020). Seller shall arrange for carriage to the named place of destination and shall bear all risks and costs associated with delivering the Goods to that place, excluding import duties and taxes.

That single sentence answers a bunch of questions:

• Who arranges transport?
• Who pays for what?
• Who handles import duties?

If you don’t define this, you’ll find out the hard way at the customs office.

Export controls and sanctions: the fine print that suddenly matters

If your goods are even remotely sensitive—electronics, software, dual-use items—your template should not ignore export control laws. U.S. sellers often include language like:

Export Compliance. The Goods may be subject to U.S. export control laws and regulations. Buyer shall comply with all applicable export and import laws and shall not export, re-export, or transfer the Goods in violation of such laws.

It feels overcautious—until a shipment gets held because a buyer tried to re-export something to a sanctioned country. Agencies like the U.S. Department of Commerce and U.S. Customs and Border Protection publish guidance on these issues, and it’s worth skimming their material when you’re drafting international terms.

• U.S. CBP trade resources: https://www.cbp.gov/trade
• BIS export control basics: https://www.bis.doc.gov

Governing law and dispute resolution that doesn’t drag you into a foreign court by accident

Cross-border templates almost always pick:

• A governing law (for example, New York law), and
• A dispute forum (courts in a specific city, or arbitration).

A typical clause:

Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration under the Rules of the American Arbitration Association, with the seat of arbitration in New York, New York.

You don’t have to choose arbitration, but you do want to choose something. Otherwise, you’re inviting a fight over where to fight.

Warranty and limitation of liability: where expectations quietly diverge

This is the part everyone skims and later regrets. Buyers assume “it works forever.” Sellers assume “30 days and then it’s your problem.” A decent template forces both sides to face reality.

Typical warranty structure in goods agreements

For standard goods, you’ll often see something like:

Limited Warranty. Seller warrants that, for a period of twelve (12) months from the date of delivery, the Goods will be free from material defects in material and workmanship and will conform to Seller’s published specifications. Seller’s sole obligation and Buyer’s exclusive remedy for breach of this warranty shall be, at Seller’s option, repair or replacement of the nonconforming Goods or refund of the purchase price.

Notice a couple of things:

• The warranty is time-limited.
• It’s tied to “material defects” and “published specifications.”
• The remedy is narrow: repair, replace, or refund.

The big disclaimer that keeps you out of “you ruined my business” territory

Most seller-friendly templates also include a limitation of liability clause. Something like:

Limitation of Liability. In no event shall Seller be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits or business interruption, arising out of or relating to this Agreement, even if advised of the possibility of such damages. Seller’s total liability for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid by Buyer for the Goods giving rise to the claim.

Is this negotiable? Often, yes. Big buyers will push back. But having it in your template gives you a starting point, instead of scrambling later.

If you’re selling to consumers, you also need to think about consumer protection laws. Agencies like the U.S. Federal Trade Commission and state attorneys general publish guidance on warranties and disclaimers:

• FTC warranty basics: https://www.consumer.ftc.gov/articles/warranties

Real-world example: when a vague template costs more than a lawyer

Take a mid-size food supplier that was selling packaged goods to grocery chains. Their “agreement” was basically a one-page order form. No clear delivery terms, no quality standards, no recall procedures.

Then a batch gets contaminated. One retailer demands a full refund plus compensation for lost sales. Another insists the supplier must pay for the entire recall campaign. The supplier’s insurer asks, “Where in your contract did you limit your liability?”

They didn’t.

When they finally sat down with counsel, the revised template included:

• Detailed product specifications and shelf-life requirements
• A clear recall cooperation clause
• Insurance requirements for both parties
• A limitation of liability tied to the value of the affected goods

Same business, same products, completely different risk profile—just because the template grew up.

How to actually use a sales agreement template without turning it into a monster

It’s tempting to throw every possible clause into your template and call it a day. That’s how you end up with a 25-page document that nobody reads and everyone resents.

A more practical approach:

• Keep a core template for standard goods deals.
• Add modular sections you can drop in for custom work, international shipments, or special warranties.
• Use exhibits for the messy details: specs, pricing tables, delivery schedules.

Think of it less like a sacred document and more like a well-organized toolkit.

If you want to sanity-check your structure against mainstream guidance, business resources from organizations like the U.S. Small Business Administration are a good starting point:

• SBA contract basics: https://www.sba.gov/business-guide/manage-your-business/prepare-business-contracts

And if you’re dealing with complex or high-value goods, talking to counsel who understands Article 2 of the Uniform Commercial Code (for U.S. deals) is not overkill. It’s just cheaper than litigation.

FAQ: sales agreement templates for goods

Do I really need a written sales agreement for every goods sale?

Not for every tiny transaction. But once you’re dealing with meaningful dollar amounts, repeat orders, or anything custom-made, a written agreement stops being overkill and starts being basic risk management. Even a short, well-structured template is better than a vague email trail.

Can I just download a free template and fill in the blanks?

You can, and people do it all the time. The problem is those templates are usually generic and not tailored to your industry, your risk tolerance, or your jurisdiction. They’re fine as a starting point, but you should adapt them—especially around delivery terms, warranties, and limitations of liability—and ideally have a lawyer review your final version.

What’s the biggest mistake people make in goods sales agreements?

They obsess over price and ignore everything else. In practice, most disputes are about delivery delays, quality issues, or who bears the risk when something goes wrong in transit. If your template is fuzzy on those points, you’re inviting conflict.

How detailed should the product description be?

More detailed than feels comfortable. Use SKUs, technical specs, standards, tolerances, and packaging requirements. If you can’t look at the contract and know exactly what should arrive on the loading dock, it’s too vague.

Is a digital signature good enough for a sales agreement?

In most commercial contexts, yes. Electronic signatures are widely recognized under laws like the U.S. ESIGN Act and the Uniform Electronic Transactions Act. There are exceptions (for example, certain real estate documents), but for typical goods sales, a reputable e-signature platform is generally acceptable. When in doubt, check local law or ask counsel.