Can this agreement be signed electronically?

Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. §7001) and state UETA statutes in most states; New York follows ESRA. Ensure intent, consent, attribution, and retrievability to meet legal requirements.

Is notarization required for these contracts?

Generally no for sale-of-goods agreements; notarization is uncommon unless required by state law or for ancillary instruments. If notarization is needed, Remote Online Notarization may be available where the state permits it.

What if the contract value exceeds $500?

Under the UCC statute of frauds, contracts for the sale of goods priced at $500 or more typically require a written agreement signed by the party to be charged to be enforceable; include clear signature blocks and identifiable parties.

How can I prove delivery and acceptance?

Use signed delivery receipts, bills of lading, inspection records, and an electronic audit trail with timestamps and IP data. Clear acceptance criteria and documented inspection windows reduce later disputes.

How do I amend the agreement later?

Follow the contract’s amendment clause: draft a written amendment, obtain authorized signatures from both parties, set an effective date, and attach the amendment to the original agreement for recordkeeping.

What records retention should I follow?

Retain executed agreements and related financial records at least three years for IRS purposes (IRC §6501(a)); keep healthcare-related records for six years (45 CFR §164.530(j)); longer retention may be prudent for commercial litigation risk.

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Agreement for Sale of Goods on an Ongoing Basis

Agreement for Sale of Goods on an Ongoing Basis

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

What this agreement is and when it’s used

The Agreement for Sale of Goods on an Ongoing Basis is a written contract used when a seller supplies goods to a buyer repeatedly over a defined period. It sets product descriptions, delivery cadence, pricing, payment terms, inspection and acceptance procedures, and remedies for nonconforming deliveries. The document clarifies ordering mechanics, change orders, and cancellation rights, and typically attaches purchase orders, specifications, and service-level exhibits to ensure consistent performance across multiple shipments.

Why a formal ongoing-sale agreement matters

Using a formal Agreement for Sale of Goods on an Ongoing Basis reduces ambiguity in repeated transactions, stabilizes pricing and lead times, creates clear acceptance and remedy processes, and helps manage commercial risk under the UCC or chosen governing law.

Who typically prepares and signs this agreement

Typical users include manufacturers, distributors, wholesalers, and commercial buyers who need predictable supply terms for recurring goods shipments.

Manufacturers and suppliers managing periodic production runs and inventory replenishment.
Distributors negotiating blanket purchase agreements covering multiple releases and delivery windows.
Retailers or industrial buyers seeking price stability, quality guarantees, and reliable lead times.

Complete the agreement in four clear steps

Follow these sequential steps to prepare, review, and execute an Agreement for Sale of Goods on an Ongoing Basis correctly.

01

Identify Parties: List legal names and business entities exactly as registered.
02

Describe Goods: Specify product types, SKU numbers, quality standards, and acceptable variations.
03

Set Terms: Define pricing, payment schedule, delivery terms, and inspection periods.
04

Sign & Retain: Obtain authorized signatures and preserve executed copies with audit trails.

Essential clauses to include in the agreement

Include these core provisions to manage recurring supply, risk allocation, and performance expectations across multiple deliveries.

Scope of Goods

Define product categories, specifications, tolerances, testing and sample approval procedures, packaging and labeling, and attach technical exhibits to reduce ambiguity about acceptable performance.

Ordering & Delivery

Describe order process, minimums, lead times, release schedules, freight responsibility, transfer points, and inspection and acceptance steps to govern when title and risk pass.

Pricing & Payment

State unit prices, volume discounts, invoicing cadence, payment terms, late interest, tax responsibilities, and procedures for price adjustments tied to agreed indices or cost changes.

Warranties & Returns

Specify warranty scope, duration, remedy hierarchy (repair, replacement, refund), return authorization, restocking fees if any, and credit procedures for nonconforming goods.

Termination & Remedies

Outline termination for cause and convenience, cure periods, liquidated damages if appropriate, indemnities, and dispute resolution methods such as mediation or arbitration.

Governing Law

Identify the governing state law and forum; clarify that the Uniform Commercial Code (UCC) Article 2 applies to sale-of-goods matters to ensure predictable legal interpretation.

Security and compliance features to consider

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest.

Access Controls: Role-based permissions and granular field access.

Audit Trail: Timestamps, IP addresses, and action history preserved.

HIPAA BAA: Business Associate Agreement available for covered entities.

Data Residency: Configurable options; supports GDPR and CCPA considerations.

User Authentication: Options include email, SMS, 2FA, and SSO.

Key legal risks and potential penalties

Statute of Frauds: Writing required for $500+ sales (UCC §2-201).

Delivery Failures: Late or incomplete deliveries can trigger damages or rejection rights.

Incorrect Pricing: Ambiguous price terms may lead to payment disputes or reformation.

Tax Withholding: Mismatched TINs can cause backup withholding at 24%.

Late Payment: Interest and collection costs may accrue per contract terms.

Breach Remedies: Failure to document remedies can limit recovery options.

Common eSignature vendors for executing recurring goods agreements

Compare baseline capabilities and pricing to evaluate eSignature platforms for recurring agreement execution; signNow appears first for consistency with the comparison format.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 env/user/yr	Varies	Varies	Varies

Who can sign on behalf of a party

Corporate Signatory

A corporate signatory such as the chief procurement officer or an authorized officer can bind the company when a corporate resolution or delegated authority is on file. Verify limits, signing blocks, and signature authority before execution to avoid challenges to enforceability.

Individual Seller

When the seller is an individual owner, that person signs with printed name and title. Confirm that the signing name matches tax and bank details to prevent payment delay, backup withholding, or administrative holds.

Typical electronic execution and distribution flow

A standard e-execution workflow moves the agreement from upload to signature and then to secure distribution and archiving.

Upload Document: Place signature, initial, and date fields plus exhibits.
Invite Signers: Add emails and set signer order or parallel signing.
Sign: Signers authenticate and electronically sign the document.
Deliver Copies: Executed PDF and audit trail are distributed to parties.

How to amend, renew, or extend the agreement

Follow a controlled amendment process to preserve enforceability when changing recurring supply terms.

01

Trigger Event:

Identify the contractual trigger requiring amendment.

02

Draft Amendment:

Prepare a concise written amendment or renewal document.

03

Approval:

Obtain internal approvals from procurement and legal teams.

04

Signatures:

Have authorized signatories sign the amendment electronically.

05

Effective Date:

State when the amendment becomes operational.

06

Archive:

Attach amendment to original agreement and store securely.

Supporting documents to attach or provide with the agreement

Attach core supporting documents to reduce interpretation gaps and streamline fulfillment.

Purchase Orders

Attach standard purchase order forms and release templates showing ordering mechanics, reference numbers, and any required approvals.

Technical Specs

Include product specifications, sample approval criteria, inspection protocols, and any required lab reports or certifications as exhibits.

Insurance Certificates

Provide certificates of insurance and liability limits when required by the contract, naming additional insureds if specified.

Quality Records

Attach quality control plans, acceptance test reports, and corrective action procedures for nonconforming deliveries.

Digital distribution and technical requirements

Consider formats, integrations, and delivery channels when choosing a platform for execution and storage.

Formats: PDF, Word DOCX, HTML, Excel
Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
Delivery Options: Email, secure link, API

Common mistakes to avoid

Using vague product descriptions that lead to disputes over conformity and inspection results.
Failing to record authorized signatory limits, causing signed agreements to be challenged as unsigned or unauthorized.
Omitting acceptance criteria and inspection timelines, which creates disputes about rejected shipments and credits.
Not aligning payment terms with invoicing and delivery cycles, increasing the risk of late payment disputes.

Key dates and timeline considerations

Track effective, delivery, invoicing, inspection, and termination notice dates to manage performance and avoid defaults.

Contract Effective Date:

Date when the agreement obligations begin.

Delivery Windows:

Defined shipment dates and allowable late tolerances.

Invoice Due Date:

Payment terms such as Net 30 or Net 60.

Inspection Period:

Specified days after delivery to raise claims.

Termination Notice:

Advance notice required to end the agreement.

Frequently asked questions about execution and enforceability

Answers to common legal and practical questions about preparing, signing, and maintaining an Agreement for Sale of Goods on an Ongoing Basis.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. §7001) and state UETA statutes in most states; New York follows ESRA. Ensure intent, consent, attribution, and retrievability to meet legal requirements.
Is notarization required for these contracts?
Generally no for sale-of-goods agreements; notarization is uncommon unless required by state law or for ancillary instruments. If notarization is needed, Remote Online Notarization may be available where the state permits it.
What if the contract value exceeds $500?
Under the UCC statute of frauds, contracts for the sale of goods priced at $500 or more typically require a written agreement signed by the party to be charged to be enforceable; include clear signature blocks and identifiable parties.
How can I prove delivery and acceptance?
Use signed delivery receipts, bills of lading, inspection records, and an electronic audit trail with timestamps and IP data. Clear acceptance criteria and documented inspection windows reduce later disputes.
How do I amend the agreement later?
Follow the contract’s amendment clause: draft a written amendment, obtain authorized signatures from both parties, set an effective date, and attach the amendment to the original agreement for recordkeeping.
What records retention should I follow?
Retain executed agreements and related financial records at least three years for IRS purposes (IRC §6501(a)); keep healthcare-related records for six years (45 CFR §164.530(j)); longer retention may be prudent for commercial litigation risk.

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