Are electronic signatures valid?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states when intent, consent, attribution, and record retention are present.

Is notarization required?

Not usually. Most materials-only agreements do not require notarization, though certain state or transactional contexts may benefit from notarization or RON for added authenticity.

What if material descriptions are disputed?

A clear exhibit with part numbers, specifications, and acceptance criteria reduces disputes. Include inspection procedures and predefined remedies for nonconforming goods.

How soon must defects be reported?

Include a written notice window in the agreement. Failure to give timely notice often bars warranty claims, so specify exact days for inspection and notification.

Can I limit liability for consequential loss?

Yes, parties commonly include caps on liability and exclusions for consequential damages; enforceability depends on reasonableness under applicable state law.

How should records be retained?

Keep executed agreements and delivery records for at least three years for tax purposes and longer where industry rules apply; HIPAA requires six years for healthcare-related records.

Electronic Signature
Templates
Miscellaneous
Materials Only Agreement

Materials Only Agreement

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

MATERIALS ONLY AGREEMENT

This Materials Only Agreement (the Agreement) is made effective as of (Effective Date), by and between:

Supplier Name: , Address:

Purchaser Name: , Address:

RECITALS

WHEREAS, Supplier is engaged in the business of furnishing materials and goods and has the capability to supply the materials described in this Agreement; and

WHEREAS, Purchaser desires to purchase certain materials from Supplier on a materials-only basis (no labor or installation included) in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their entire agreement with respect to the supply, delivery, inspection, acceptance, payment and related obligations for such materials.

SCOPE OF WORK

Description of Materials and Deliverables Delivery Location Delivery Schedule / Lead Times

PAYMENT TERMS

Total Contract Price: $

Payment Schedule

Invoicing: Supplier will submit invoices to Purchaser at the address above or to the invoicing contact:

Payment Terms: Purchaser shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the rate of % per month or the maximum permitted by law, whichever is less.

TITLE, RISK OF LOSS AND INSPECTION

Title to materials supplied hereunder shall pass to Purchaser upon , unless otherwise expressly agreed in writing. Risk of loss shall pass to Purchaser upon delivery to the Delivery Location and acceptance as provided below.

Inspection and Acceptance: Purchaser shall inspect materials within days of delivery and shall notify Supplier in writing of any nonconformity. Failure to timely notify shall constitute acceptance of the delivered materials.

REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Supplier represents that the materials supplied will conform to the specifications set forth in the Scope of Work and will be free from material defects in material and workmanship for a period of . Supplier's sole obligation for breach of this warranty shall be, at Supplier's option, repair or replacement of nonconforming materials or refund of the purchase price for such materials.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public business, technical and commercial information disclosed in connection with this Agreement, including pricing, specifications, source documents and trade secrets. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement.

A party may disclose Confidential Information to the extent required by law or court order provided that, to the extent permitted, the disclosing party gives prior written notice to the other party and uses reasonable efforts to limit the disclosure.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its negligence, willful misconduct or breach of this Agreement. Supplier shall not be liable for claims arising from Purchaser's modification, misuse, or installation of the materials.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall not exceed the total amount paid by Purchaser under this Agreement for the materials giving rise to the claim.

TERM AND TERMINATION

Term: This Agreement commences on and expires on , unless earlier terminated in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach.

Termination for Convenience: Purchaser may terminate for convenience upon days' prior written notice to Supplier. Upon termination, Purchaser shall pay Supplier for all materials delivered and accepted and reasonable costs incurred in procuring materials properly ordered by Supplier prior to termination.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, shortages of materials, labor disputes, governmental actions, floods or other natural disasters. The affected party shall promptly notify the other party and make reasonable efforts to resume performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes amicably prior to pursuing any formal proceedings.

NOTICES

Supplier Notice Address Purchaser Notice Address

ENTIRE AGREEMENT

This Agreement, including any attached exhibits, schedules or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign receivables to a financing institution.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Supplier (Material Provider):

By:

Date:

Purchaser (Buyer):

By:

Date:

What a Materials Only Agreement Covers

A Materials Only Agreement documents the sale or supply of physical materials without including installation, labor, or professional services. The contract describes delivery terms, title transfer, risk of loss, inspection and acceptance procedures, pricing and payment terms, limited warranties covering only the materials, and remedies for nonconforming goods. It clarifies whether title passes on shipment or upon payment, allocates responsibility for transit damage, and sets the basis for any consequential loss exclusions. Used in manufacturing, construction procurement, and commercial resale, the agreement reduces disputes by recording expectations in clear, contract-ready terms.

Why a Clear Materials Only Agreement Matters

A focused Materials Only Agreement limits ambiguity about who supplies labor versus goods, reduces claims over title and damage, and narrows warranty exposure to the materials themselves.

Who Commonly Uses a Materials Only Agreement

Typical users include suppliers, general contractors, procurement teams, and in-house legal or purchasing departments who handle material-only transactions.

Suppliers and manufacturers who sell bulk materials without installation responsibilities.
General contractors who purchase materials from subcontractors or vendors.
Procurement teams in commercial operations managing inventory and disposition.

Parties use the agreement to allocate title, define acceptance procedures, and limit obligations to the supplied goods rather than any related services.

Essential Elements to Include

A professional Materials Only Agreement covers allocation of title, delivery INCOTERMS or equivalent, inspection and acceptance, limited warranties, payment and remedies, and applicable governing law.

Title and Risk

Specify when title transfers and which party bears risk of loss during transit or storage to avoid later ownership disputes.

Delivery Terms

Define delivery point, shipping responsibility, carrier instructions, and who pays freight and insurance for clarity on logistics.

Inspection & Acceptance

Set time limits and procedures for inspection, rejection, and replacement of nonconforming materials to control rejection windows.

Payment Terms

State price, invoicing schedule, payment period, and consequences for late payment including interest or suspension of deliveries.

Warranties

Limit warranties to the materials supplied, define warranty duration, and exclude workmanship or installation unless explicitly added.

Liability & Indemnity

Allocate liability caps, exclusions of consequential damages, and indemnity obligations tied to supplier-supplied materials only.

Step-by-Step: Filling and Finalizing the Agreement

Follow these practical steps to prepare, review, sign, and distribute the Materials Only Agreement.

01

Prepare Document: Complete all fields and attach material specs or exhibits.
02

Internal Review: Legal and procurement confirm terms and risk allocation.
03

Signatures: Obtain authorized signatures and dates from both parties.
04

Distribute: Provide countersigned copies and retain originals per retention policy.

Customizing the Online Signing Workflow

Configure the e-signature workflow to match who signs, order of signing, authentication, and document routing.

Field	Configuration
Signing Order	Specify sequential or parallel signer order.
Authentication Level	Choose email, SMS code, or stronger verification.
Attachments	Attach material specs, COA, or certificates.
Notifications	Enable email confirmations and delivery receipts.

Where to Send and How to File Executed Copies

After execution, distribute signed copies to procurement, supplier accounts, and any project manager or quality team involved.

Supplier Records: Keep a signed original for invoice and warranty reference.
Purchaser Files: Store in procurement folder for payment and audit trails.
Quality Control: Attach inspection reports to the executed agreement.
Legal Team: File with contract repository for compliance and dispute support.

Options for Digital Signing and Sharing

Use an eSignature platform that supports secure signing, audit trails, and export to standard formats.

File Formats: PDF and DOCX supported
Integrations: Connect to Google Workspace, Microsoft 365, NetSuite
Security: AES-256 at rest, TLS 1.2/1.3

Choose a platform that provides tamper-evident signed documents, audit logs, and secure long-term storage compatible with corporate policies.

Key Deadlines and Time-Sensitive Actions

Track inspection windows, payment due dates, and claim notification deadlines to preserve rights under the agreement.

Inspection Period:

Set a clear number of days for purchaser inspection and rejection.

Payment Due:

Record net payment terms (e.g., Net 30) and invoice date triggers.

Claims Notice:

Require written notice within a defined window after receipt of goods.

Warranty Limit:

Specify warranty duration measured from delivery date.

Retention Schedule:

Note record retention obligations for audits and disputes.

Common Mistakes to Avoid

Vague material descriptions that omit grade, part numbers, or tolerances and lead to nonconformity disputes.
Failing to specify when title and risk pass, creating confusion over who bears transit damage costs.
Not attaching product specifications or certificates of analysis that are essential to acceptance and warranty claims.
Using inconsistent party names or unsigned signature blocks that can invalidate enforcement or delay payment.

Risks and Potential Consequences of Errors

Breach Exposure: Damages for nonperformance or nonconforming materials

Payment Delays: Interest, collection costs, or withheld deliveries

Lost Warranty Rights: Failure to meet notice or inspection deadlines

Customs/Compliance: Incorrect certifications can cause import holds

Insurance Gaps: Unclear risk allocation may leave losses uninsured

Tax/Accounting: Title ambiguity can affect sales tax or inventory treatment

Comparing eSignature Options for Materials Only Agreements

Select an eSignature provider that supports audit trails, required authentication, and secure document export; comparison focuses on common plan features and compliance capabilities.

	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, no card	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Practical Use Cases for Materials Only Agreements

Real examples show how materials agreements reduce disputes and clarify logistics across sectors.

Construction Project Supply

A general contractor orders structural steel under a materials only agreement to separate supply from installation responsibility.

The contractor requires COA and delivery windows.
The agreement limited supplier liability to material defects and required inspection within five days, reducing downstream disputes and clarifying who covers site installation risks.

Manufacturer to Reseller

A component manufacturer sells parts to a reseller without assembly or commissioning obligations.

Title transfers on payment.
The contract included detailed part numbers, warranty limited to manufacturing defects, and invoice-triggered title transfer which streamlined accounting and minimized inventory title ambiguity.

Frequently Asked Questions About Materials Only Agreements

Answers to common questions on enforceability, e-signatures, notarization, and dispute handling for materials-only transactions.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states when intent, consent, attribution, and record retention are present.
Is notarization required?
Not usually. Most materials-only agreements do not require notarization, though certain state or transactional contexts may benefit from notarization or RON for added authenticity.
What if material descriptions are disputed?
A clear exhibit with part numbers, specifications, and acceptance criteria reduces disputes. Include inspection procedures and predefined remedies for nonconforming goods.
How soon must defects be reported?
Include a written notice window in the agreement. Failure to give timely notice often bars warranty claims, so specify exact days for inspection and notification.
Can I limit liability for consequential loss?
Yes, parties commonly include caps on liability and exclusions for consequential damages; enforceability depends on reasonableness under applicable state law.
How should records be retained?
Keep executed agreements and delivery records for at least three years for tax purposes and longer where industry rules apply; HIPAA requires six years for healthcare-related records.

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