Is an electronic signature valid for this agreement?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature shows intent, consent, attribution, and the record is retained.

When is notarization required?

Most merchandise agreements do not require notarization. If a specific state law or transaction type requires notarization, the agreement should state that requirement and the parties should follow local notary rules.

How do I correct a signed agreement with errors?

Execute a written amendment signed by authorized signers or prepare a replacement agreement; avoid handwritten alterations to an executed document as they can create ambiguity.

How long should I retain the agreement?

Retain for the contract term plus at least three years; tax-related records should meet IRS minimums (IRC §6501(a)), and healthcare-related items follow HIPAA retention rules (45 CFR §164.530(j)).

Can I cancel after signing?

Cancellation depends on the termination clause. Follow notice and cure provisions in the agreement; unilateral revocation is generally ineffective unless permitted by contract.

What if the signer lacks authority?

If a signer lacked authority, the other party can seek ratification, a new signed agreement, or pursue remedies for breach; verify authority up front to avoid this issue.

Merchandise Agreement

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MERCHANDISE AGREEMENT

THIS MERCHANDISE AGREEMENT (the Agreement) is made and entered into as of Effective Date: by and between:

Parties

Seller (Supplier) Legal Name Seller Address for Notices Seller Representative & Title Buyer (Purchaser) Legal Name Buyer Address for Notices Buyer Representative & Title

Recitals

WHEREAS, Seller is engaged in the production, distribution or supply of the merchandise described in this Agreement and represents that it has the right and capacity to sell such merchandise; and

WHEREAS, Buyer desires to purchase certain merchandise from Seller and Seller agrees to sell such merchandise under the terms and conditions set forth herein; and

WHEREAS, the parties intend to set forth their mutual rights and obligations with respect to the supply, delivery, inspection, pricing and payment for the merchandise.

Scope of Work

Seller shall provide and Buyer shall purchase the merchandise described below and as further detailed in the Scope of Work. The Scope of Work shall identify quantities, item specifications, packaging, labeling and any special handling requirements.

Detailed Scope of Work and Merchandise Specifications Merchandise Itemization (quantity, SKU, unit description)

Delivery and Acceptance

Delivery Location:

Scheduled Delivery Date:

Buyer shall inspect merchandise within days of delivery. Acceptance occurs upon the earlier of Buyer's written acceptance or lapse of the inspection period without timely written rejection specifying defects. Rejected goods must be returned pursuant to Seller's reasonable return instructions.

Payment Terms

Total Purchase Price Payment Schedule and Method

Late Payment: Payments not received within days after the due date shall incur interest at and/or a late fee of .

Term and Termination

Term Commencement: . Term Expiration:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate without cause by providing days' prior written notice to the other party. Upon termination, Buyer shall pay for all accepted merchandise and reasonable costs incurred by Seller prior to termination.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any non-public commercial, technical or financial information (Confidential Information) received from the other party in connection with this Agreement. Confidential Information shall remain confidential for a period of years after termination or expiration, except as required by law or to the extent such information becomes public through no fault of the receiving party.

Warranties; Returns

Seller warrants that merchandise supplied under this Agreement shall conform to the specifications set forth in the Scope of Work and shall be free from defects in material and workmanship for a period of days from the date of acceptance. Buyer's exclusive remedies for breach of warranty shall be repair, replacement or refund at Seller's option, except where law requires otherwise.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's negligence, willful misconduct, or breach of this Agreement; provided the Indemnitee provides prompt written notice and reasonable cooperation to the Indemnitor.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, INDEMNIFICATION OBLIGATIONS OR BODILY INJURY OR DEATH, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Insurance

Each party shall maintain commercial general liability insurance and other coverage reasonably necessary to support its obligations hereunder. Upon request, a party shall provide certificates of insurance evidencing required coverage.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing. Notices shall be deemed given upon personal delivery, three days after deposit in certified mail, or one day after delivery to a nationally recognized overnight courier.

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 agree to attempt good faith negotiation to resolve disputes prior to initiating litigation or arbitration.

Assignment; Force Majeure; Miscellaneous

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, strikes, shortages, government orders, or pandemics. Titles and headings are for convenience only and shall not affect interpretation.

Entire Agreement; Amendment

This Agreement, including the Scope of Work and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Seller Printed Name:

By:

Date:

Buyer Printed Name:

By:

Date:

What a Merchandise Agreement Covers and When It’s Used

A Merchandise Agreement is a written contract that sets the terms for buying, selling, distributing, or consigning tangible goods between parties. Typical topics include product descriptions, pricing, delivery schedules, inspection and acceptance procedures, risk of loss, payment terms, warranties, returns, indemnities, and termination rights. The agreement governs how merchandise is shipped, who bears shipping and insurance costs, when title passes, and conditions for nondelivery or defective goods. Parties often attach exhibits listing SKUs, price schedules, or quality specifications to make performance requirements explicit.

Why a Clear Merchandise Agreement Protects Both Parties

A well-drafted Merchandise Agreement reduces misunderstandings about price, delivery, and quality; it allocates risk, sets dispute-resolution steps, and preserves remedies if a party fails to perform.

Who Typically Prepares and Signs a Merchandise Agreement

The agreement is used by sellers, distributors, retailers, manufacturers, and purchasing professionals to document commercial terms before moving goods.

Manufacturers and suppliers who sell product in volume to retailers or distributors, documenting warranties and minimum order quantities.
Retail buyers and merchandisers who need delivery windows, return allowances, and promotional rights clarified.
Logistics and fulfillment partners who require defined carrier, insurance, and inspection obligations.

Use this template when you need written clarity on who delivers, inspects, pays, and owns merchandise, or when state or industry rules require written records.

Authorized Signers and Their Typical Roles

Corporate Officer

A chief officer (CEO, CFO, COO) may sign for corporations when the contract value or internal delegation requires executive approval; ensure corporate resolution or delegation is on file.

Authorized Agent

Procurement managers, supply chain directors, or appointed agents frequently sign on behalf of a company under a written power of attorney or internal delegation; confirm signature authority to avoid disputes.

Essential Clauses to Include in a Professional Merchandise Agreement

Drafting clarity reduces later disputes. Include defined terms and concise clauses for performance, payment, delivery, and legal protections tailored to the transaction.

Product Description

Exact SKU numbers, sizes, packaging, and quality specifications to prevent disagreement about the merchandise delivered.

Pricing & Payment

Unit price, volume discounts, invoicing schedule, late fees, accepted payment methods, and any required advance payments or letters of credit.

Delivery & Title

Delivery Incoterm or equivalent, shipment responsibilities, risk-of-loss allocation, title transfer point, and carrier instructions.

Inspection & Acceptance

Inspection window, criteria for rejection, cure period, and return logistics for defective or nonconforming goods.

Warranties & Indemnities

Express warranties, disclaimers of implied warranties, indemnification scope, and limitations of liability.

Termination & Remedies

Events of default, notice and cure periods, steps for termination, and post-termination obligations such as return or payment.

Step-by-Step: How to Complete and Finalize This Agreement

Follow these sequential steps to prepare, confirm, and execute a Merchandise Agreement with minimal rework and clear recordkeeping.

01

Prepare Draft: Fill fields and attach exhibits.
02

Review Internally: Legal and procurement confirm terms.
03

Negotiate Changes: Document edits and track versions.
04

Execute and Archive: Obtain signatures and store final copy.

Configuring an Online Signing Workflow for Merchandise Agreements

Set up your digital workflow to reflect role-based signing order and required authentication before sending the agreement for signature.

Field	Configuration
Signing Order	Define sequence: seller → buyer → logistics
Authentication	Use email with optional SMS code or KBA
Fields & Attachments	Lock exhibits; require initials on key clauses
Notifications	Enable reminders and completion receipts

Digital Signing and eSubmission Requirements

Verify platform capabilities for legal validity, secure storage, and audit trails before e-signing commercial agreements.

Audit Trail: Capture IP, timestamp, and signer attribution
Authentication Options: Support email, SMS, KBA, or advanced methods
File Formats: Accept PDF and Word DOCX for exports

Choose a provider that supports ESIGN/UETA compliance, secure storage (AES-256), and integrations with your CRM or ERP for automatic record linkage.

Where to Send, File, and Route Your Executed Agreement

After execution, distribute final copies to legal, accounting, procurement, and the shipping/fulfillment team to ensure operational follow-through.

Legal Department: For contract archive and disputes
Accounts Payable: For invoice matching and payment
Logistics Team: To arrange pick-up and shipping
ERP/CRM: Upload contract record for GL and order linkage

Common Timeframes and Deadlines to Note in the Agreement

Specify deadlines clearly to avoid default or penalty exposure; align contract dates with operational calendars and payment cycles.

Effective Date:

Date parties’ rights and obligations begin

Delivery Window:

Specified shipment dates or lead times

Inspection Period:

Time for buyer to inspect and reject goods

Payment Terms:

Net 30, Net 60, or agreed schedule

Termination Notice:

Contractual notice period for cancellation

Common Mistakes When Preparing a Merchandise Agreement

Vague product descriptions that rely on verbal confirmations rather than attached specifications and SKU lists.
Unclear delivery or transfer-of-title language that creates disputes about risk of loss during transit.
Missing tax or compliance obligations, including failure to state which party pays applicable sales taxes or duties.
Failure to define inspection criteria, return logistics, or remedies for defective goods leading to operational delays.

Penalties and Contract Risks to Watch For

Late Payment Penalties: May incur contractual interest

Tax Exposure: Failure to collect sales tax

Loss of Goods: Unclear title transfer causes insurance gaps

Breach Damages: Liability for replacement or lost profits

Regulatory Noncompliance: Industry-specific fines or sanctions

Void or Unenforceable: Improper signature authority risks invalidation

Real-World Examples of Using a Merchandise Agreement

These brief examples show practical ways businesses use a Merchandise Agreement to streamline transactions and reduce operational friction.

Optica Ventures LLC

Optica standardized SKUs and delivery terms to avoid recurring disputes.

The change reduced mismatch claims and returns.
Brian Fitzgibbons, COO, reports that consistency in contract language simplified fulfillment and improved customer clarity while preserving legal remedies for nonconforming shipments.

Martin Properties

Martin Properties moved to online execution for vendor-supplied fixtures.

Online signatures sped cycles.
Tim Martin, Founder, notes that processing and executing supplier agreements online maintained compliance, reduced paper handling, and allowed staff to finalize orders from mobile devices without in-person signings.

eSignature Vendor Comparison for Executing Merchandise Agreements

Compare vendor pricing and basic feature availability for e-signing, audit trails, and HIPAA support. signNow is listed first per vendor comparison conventions.

	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	Yes	Yes	Yes	Yes
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Required Fields and Data Points to Capture

Buyer Name: Full legal entity name

Seller Name: Full legal entity name

Merchandise Details: SKU, quantity, description

Price & Currency: Unit price and total

Payment Terms: Net terms and late fees

Delivery Terms: Shipment, title, and risk

Practical Tips for Accurate and Efficient Completion

Use these best practices to reduce review cycles and ensure enforceability of merchandise agreements.

Standardize Templates

Keep a single vetted template with optional exhibits to minimize negotiation time and ensure consistent clause language across transactions.

Attach SKU Exhibits

Use attached exhibits for long item lists or technical specifications so updates do not alter core contractual clauses.

Confirm Signature Authority

Obtain written delegation or corporate resolution when non-executive staff will sign; mismatched authority can void agreements.

Capture Complete Audit Trails

When e-signing, ensure audit records include signer identity, timestamp, IP address, and a downloadable certificate of completion for the file.

Frequently Asked Questions About Merchandise Agreements and eSigning

Answers to common legal and practical questions about completing, signing, and storing Merchandise Agreements.

Need help? Contact support

Is an electronic signature valid for this agreement?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature shows intent, consent, attribution, and the record is retained.
When is notarization required?
Most merchandise agreements do not require notarization. If a specific state law or transaction type requires notarization, the agreement should state that requirement and the parties should follow local notary rules.
How do I correct a signed agreement with errors?
Execute a written amendment signed by authorized signers or prepare a replacement agreement; avoid handwritten alterations to an executed document as they can create ambiguity.
How long should I retain the agreement?
Retain for the contract term plus at least three years; tax-related records should meet IRS minimums (IRC §6501(a)), and healthcare-related items follow HIPAA retention rules (45 CFR §164.530(j)).
Can I cancel after signing?
Cancellation depends on the termination clause. Follow notice and cure provisions in the agreement; unilateral revocation is generally ineffective unless permitted by contract.
What if the signer lacks authority?
If a signer lacked authority, the other party can seek ratification, a new signed agreement, or pursue remedies for breach; verify authority up front to avoid this issue.

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