A sales agreement is a contract where one party agrees to sell goods and the other agrees to buy them, on terms both sign before the goods change hands. Small manufacturers, wholesalers, resellers and people selling something valuable to another person all use one. This free sales agreement template is written for physical goods and follows the basic structure of UCC Article 2, the body of law most states use for sales of goods.

When should you use a sales agreement instead of a bill of sale?

Use a sales agreement when there’s anything left to happen after you shake hands: a delivery date, a deposit with the balance due later, a shipment across state lines, or goods that still need to be built. A bill of sale is the receipt at the end. A sales agreement is the plan that gets you there.

Picture a hypothetical bakery-equipment dealer in Ohio agreeing to sell three used proofing cabinets to a new café for $6,400, with 30% down, delivery in two weeks, and the rest due on installation. If one cabinet arrives with a cracked door, who carries the loss? The agreement answers that. A bill of sale signed on delivery day doesn’t.

Other templates fit other deals. For a one-off handover of goods that are paid in full, our bill of sale is simpler. Selling a titled vehicle? Use the vehicle bill of sale. Real property goes on a real estate purchase agreement. If you’re renting equipment rather than selling it, see the equipment rental agreement. And if the buyer is paying you over months, pair this with a promissory note.

What does UCC Article 2 mean for your sales contract?

Article 2 of the Uniform Commercial Code sets default rules for contracts for the sale of goods, and your written agreement mostly exists to confirm or change those defaults. A few are worth knowing before you fill in the form.

The $500 writing rule. UCC 2-201 says a contract for the sale of goods for $500 or more generally isn’t enforceable unless there’s a writing signed by the party you want to hold to it. There are exceptions (specially made goods, goods already paid for and accepted, and an admission in court), but relying on an exception is a poor plan.

Implied warranties. If the seller is a merchant dealing in goods of that kind, UCC 2-314 implies a warranty that the goods are merchantable. Under 2-316, a seller can exclude that warranty with conspicuous wording that mentions merchantability, or with expressions like “as is” or “with all faults.” Our template gives you a checkbox for each approach and prints the disclaimer in bold capitals so it stands out.

Risk of loss. UCC 2-509 decides who bears the loss if goods are damaged before the buyer has them. If the seller only has to hand the goods to a carrier, risk usually passes at that point; if the seller must deliver to a particular destination, risk passes when the goods are tendered there. The section also says the parties can agree otherwise, which is why our template asks you to pick.

Your state enacts its own version of the UCC, sometimes with local changes, so treat the model text as a starting point, not the final word.

What should a sales agreement include?

Our template walks through the deal in the order it happens.

  • Goods. Description, quantity, model or serial numbers, and condition. Attach a spec sheet or photo list if the goods are complex.
  • Price and payment. Total price, any deposit, when the balance is due, how it’s paid, and who pays sales tax and shipping.
  • Delivery. Pickup or delivery, the date and place, and whether shipping is a shipment or destination arrangement.
  • Inspection and acceptance. How long the buyer has to inspect and reject goods that don’t match the contract, and how rejection works.
  • Risk of loss and title. When risk and ownership pass. Many sellers keep title until they’re paid in full.
  • Warranties. Sold as-is, or with specific written promises and a stated warranty period.
  • Remedies and cancellation. What happens if goods are late, defective or never paid for.
  • Boilerplate. Entire agreement, governing law, notices, and e-signature consent.

Is anything different when the buyer is a consumer?

Yes, often. The template is built for business-to-business sales and sales between private individuals, and consumer sales carry extra rules.

The FTC’s guide to federal warranty law says a seller can’t disclaim implied warranties on a consumer product if it offers a written warranty on that product, and that as-is sales are allowed in most, but not all, states. Selling door to door or at a trade show adds more rules again. If you sell to the public regularly, read the FTC’s guidance before you rely on an as-is clause.

How do you fill it in and get it signed?

  1. Describe the goods precisely enough that a stranger could pick them out of a warehouse.
  2. Fill in price, deposit and payment dates, and decide who pays freight and tax.
  3. Pick the delivery method and the point at which risk passes. If you’ll ship, name the carrier if you can.
  4. Choose as-is or a written warranty. Don’t leave both boxes blank.
  5. Both parties sign before the deposit changes hands, and each keeps a copy.

E-signing works well here. The federal ESIGN Act says a contract can’t be denied legal effect just because it’s electronic, and its UCC carve-out specifically keeps Articles 2 and 2A within the Act’s coverage. Our guide to whether electronic signatures are legally binding covers the basics, and if several people on each side need to sign, see how to get a document signed by multiple people.

Download it, fill in the blanks, and send it for e-signature with any tool you like. (We’re building SignWren for exactly this; join the waitlist.)

This template and guide are general information, not legal advice. For a specific sale or dispute, talk to a lawyer licensed where you are.