Establishing secure connection…Loading editor…Preparing document…

Purchase Terms Agreement

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

PURCHASE TERMS AGREEMENT

This Purchase Terms Agreement (the Agreement) is entered into as of Effective Date: by and between Buyer Name: , with Notice Address: , and Seller Name: , with Notice Address: .

RECITALS

WHEREAS, Seller is engaged in the business of selling the goods and/or services described below and represents that it has lawful title to and the right to sell such goods; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain goods and/or services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the complete terms governing the purchase and sale of the goods and/or services described herein.

SCOPE OF GOODS AND SERVICES

PURCHASE PRICE AND PAYMENT TERMS

Total Purchase Price: $ payable in accordance with the schedule below.

Deposit or Initial Payment (if any): $ to be paid within days of Effective Date.

Late Payment: Any undisputed late payment shall accrue interest at (or the maximum legal rate if lower). Buyer is responsible for reasonable costs of collection, including attorneys' fees.

DELIVERY, INSPECTION, AND ACCEPTANCE

Delivery Date or Schedule: . Delivery Location: .

Inspection and Acceptance: Buyer shall have days following delivery to inspect the goods and provide written notice of rejection for nonconformity. Failure to timely notify Seller shall constitute acceptance.

TITLE, RISK OF LOSS, AND WARRANTIES

Title and Risk of Loss shall pass to Buyer upon . Seller warrants that at the time of sale the goods shall conform to the specifications set forth in this Agreement and shall be free from material defects in material and workmanship for a period of unless otherwise agreed in writing.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement, and (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations shall continue for a period of following termination or expiration of this Agreement, except with respect to trade secrets, for which the obligation shall continue as permitted by law.

TERM AND TERMINATION

Term Commencement Date: . Termination Date / Completion Date: .

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 receipt of written notice specifying the breach. In addition, either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Buyer of the obligation to pay for goods delivered or services performed prior to the effective date of termination.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE. THE TOTAL LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or by the courts located in the governing jurisdiction as elected by the non-breaching party in writing at the time of dispute (parties may also agree to mediation prior to arbitration).

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by an authorized representative of each party.

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 a party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

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

Buyer Printed Name:

By:

Date:

Seller Printed Name:

By:

Date:

Enter text✕

What the Purchase Terms Agreement Is and when it applies

A Purchase Terms Agreement is a contract that sets the commercial terms for buying goods or services between a buyer and a seller. It defines price, quantity, delivery, payment terms, warranties, inspection rights, allocation of risk, and remedies for breach. In interstate transactions the agreement may be executed electronically under the ESIGN Act (15 U.S.C. ch. 96) or state UETA laws; certain categories such as real estate conveyances or testamentary instruments remain exceptions. This guide explains what to include and how to complete the form correctly.

Why a clear Purchase Terms Agreement matters

A concise Purchase Terms Agreement reduces ambiguity, speeds procurement, and reduces dispute risk by documenting key obligations, payment mechanics, inspection windows, and remedies under a single contract.

Why a clear Purchase Terms Agreement matters

Who commonly prepares and signs this agreement

Typical preparers and signers include procurement staff, sales teams, outside counsel, and authorized officers who enter commercial commitments on behalf of an organization.

  • Procurement managers — prepare and approve order terms, coordinate delivery, and track vendor compliance.
  • Sales or account executives — negotiate payment terms and delivery schedules with customers.
  • Authorized officers — sign on behalf of corporations, ensuring corporate authority and signature authority are documented.

Confirm signer authority and retain a signed copy in compliance with your records retention policy for ease of audit and dispute resolution.

Essential elements to include in a professional Purchase Terms Agreement

A well-drafted agreement organizes obligations clearly so each party knows pricing, delivery, inspection, and remedies. Include provisions that reduce operational friction and permit enforceability across U.S. jurisdictions.

Parties

Full legal names and entity types for buyer and seller, plus contact and billing addresses to establish attribution and service details.

Scope

Detailed description of goods or services, unit pricing, quantities, and any product specifications or acceptance criteria.

Payment

Net terms, invoicing frequency, late fees, and whether payments will trigger returns, setoffs, or securities.

Delivery

Delivery method, risk-of-loss transfer point (FOB terms), lead times, shipping responsibility, and title transfer rules.

Warranties

Express warranty language, duration, remedies for nonconforming goods, and limitations on liability and damages.

Governing Law

Designate the state law governing disputes and any forum selection or arbitration clauses to reduce uncertainty.

Step-by-step: completing the Purchase Terms Agreement

Follow this sequence to reduce rework and ensure enforceable execution.

  • 01
    Prepare Draft: Fill parties, scope, quantities and pricing.
  • 02
    Add Commercial Terms: Specify payment, delivery, and warranty clauses.
  • 03
    Verify Authority: Confirm signers have corporate authority.
  • 04
    Execute and Retain: Obtain signatures and secure the executed copy.

How the approval and execution workflow typically flows

A standard workflow routes the draft from requester to approver, then to contracting and signing parties before records retention.

  • Originator: Creates order and uploads supporting specs.
  • Reviewer: Validates pricing, budget, and compliance.
  • Approver: Grants final business approval.
  • Signer: Authorized representative signs the agreement.

Configuring a digital workflow for Purchase Terms Agreement

Set up fields and routing rules to automate approvals, payments, and document storage in a repeatable workflow.

Field Configuration
Signature Field Required for each signer; date auto-filled on sign.
Conditional Approval Trigger legal review if value exceeds threshold.
Payment Request Attach invoice or link to payment processor if needed.
Storage Route executed copy to contract repository.

Digital signing and platform needs

Choose a signing platform that supports legal e-signature standards, secure storage, and the integrations you use.

  • Authentication: Email, SMS, or stronger options.
  • Audit Trail: Timestamp, IP, and action log.
  • Integrations: CRM and storage connectors.

Ensure the platform complies with ESIGN/UETA and industry rules; confirm HIPAA BAA or other addenda where relevant.

Common timeframes to include and monitor

Specify measurable deadlines to prevent disputes: delivery windows, inspection periods, payment due dates, and notice windows for claims.

Delivery Window:

Days or calendar range for fulfillment.

Inspection Period:

Number of days buyer has to inspect goods.

Payment Due Date:

Net terms such as Net 30 or Net 60.

Claim Notice:

Deadline for notifying defects or shortages.

Warranty Period:

Duration goods are covered under warranty.

Common mistakes to avoid when preparing the agreement

  • Vague scope descriptions that omit model numbers, SKU, or material specifications and lead to delivery disputes and rework.
  • Missing or inconsistent entity names that cause invoicing errors, tax reporting problems, or challenges proving contractual privity.
  • Undefined delivery and risk-of-loss terms that create ambiguity over who bears loss during transit and which insurance applies.
  • Using handwritten or inconsistent dates and signatures across pages, which complicates forensic validation and enforcement.

Consequences and exposure from incomplete or incorrect agreements

Payment Disputes: Delayed cash flow
Tax Reporting: Incorrect 1099 treatment
Acceptance Risk: Returned or rejected goods
Liability: Increased indemnity exposure
Contract Voidance: Unenforceable terms
Audit Problems: Regulatory penalties

Comparing eSignature vendors for use with Purchase Terms Agreement

Vendor selection affects cost, compliance, and operational limits. The table compares basic pricing and common platform capabilities; review plan details for enterprise features and add-ons.

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 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

Security and compliance controls to protect signed agreements

Encryption: AES-256 at rest, TLS 1.2/1.3 in transit
Certifications: SOC 2 Type II and ISO 27001
HIPAA: HIPAA compliant when BAA executed
21 CFR Part 11: Compliant for regulated records
ESIGN / UETA: Meets ESIGN and UETA electronic signature tests
Accessibility: WCAG 2.0 Level AA compliance

Frequently asked questions about Purchase Terms Agreement execution

Answers to common questions about e-signature validity, notarization, corrections, and signer authority for Purchase Terms Agreements.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users