Can the agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.

Do I need a notary or witness?

Most sales agreements do not require notarization or witnesses to be enforceable. Notarization is required only when state law or recording of a related instrument (like a deed) requires it.

What happens if a signer lacks authority?

If a signer lacks authority, the contract may be voidable; obtain corporate resolutions, POAs, or evidence of delegation to confirm binding authority.

How should I store executed agreements?

Store signed PDFs with audit trails in a secure document repository with access controls, encryption at rest (AES-256), and retention policies aligned to legal requirements.

Are audit trails sufficient to prove signing?

Audit trails that record timestamps, IP addresses, and signer authentication offer persuasive evidence of intent and attribution; stronger authentication may be required for regulated records.

Can I revise the agreement after signing?

Any revisions require a signed amendment or a new agreement. Track version history and ensure all parties sign the amendment to avoid disputes.

Electronic Signature
Templates
Sales
Sales Conditions Agreement

Sales Conditions Agreement

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

SALES CONDITIONS AGREEMENT

This Sales Conditions Agreement ("Agreement") is entered into by and between Seller Name: and Buyer Name: . The parties agree that the sale of goods and/or services described below shall be governed by the terms and conditions set forth in this Agreement.

Seller and Buyer Contact Information

Seller Address and Billing Seller Contact Person Buyer Address and Billing Buyer Contact Person

Products and Pricing

The Seller agrees to sell, and the Buyer agrees to purchase, the goods and/or services described below under the terms in this Agreement.

Item	Description	Quantity	Unit Price	Total

Subtotal Taxes Shipping Total

Payment Terms

Payment is due within days from the date of invoice unless otherwise agreed in writing. Accepted payment methods (check all that apply):

Credit Card Bank Transfer (wire) Check Other:

Overdue payments shall bear interest at the rate of % per month (or the maximum permitted by applicable law, if lower), calculated monthly on the outstanding balance. The Buyer shall also reimburse Seller for reasonable costs of collection, including attorneys' fees.

Delivery and Risk of Loss

Delivery shall be made by Seller to Buyer on or about: Delivery Date: . Shipping method: .

Unless otherwise expressly stated in writing, risk of loss and title pass to Buyer upon delivery to the carrier. The Buyer shall promptly inspect all goods upon receipt and notify Seller in writing of any shortage, damage, or nonconformity within days. Failure to provide timely notice shall constitute acceptance of the goods.

Warranty; Exclusions

Seller warrants that goods sold hereunder shall conform to the specifications agreed in writing and shall be free from material defects in workmanship and materials for a period of months from delivery.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IS ISSUED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller shall not be liable for defects arising from misuse, alteration, unauthorized repair, improper storage, or normal wear and tear.

Return and Refund Policy

Returns are accepted only with Seller's prior written authorization. Buyer must request authorization within days of delivery. Authorized returns must be shipped at Buyer’s expense unless the return is for Seller’s shipping error or a defect covered by the warranty.

Restocking fee, if applicable: % of returned goods' invoice value.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF SELLER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY BUYER TO SELLER UNDER THE APPLICABLE INVOICE GIVING RISE TO THE CLAIM.

Governing Law and 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 that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county or federal district appropriate under the governing law, unless the parties mutually agree in writing to proceed in court.

Force Majeure

Neither party shall be liable for delay or failure to perform its obligations under this Agreement where such delay or failure is due to causes beyond the reasonable control of the party, including but not limited to acts of God, labor disputes, pandemics, governmental actions, shortages of materials, or transportation delays. The affected party shall promptly notify the other party and shall use commercially reasonable efforts to resume performance.

Notices

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

Notice Address - Seller Notice Address - Buyer

Miscellaneous

Entire Agreement: This Agreement, together with any invoices and written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, representations, and agreements, whether written or oral.

Amendment: Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Seller:

By:

Date:

Buyer:

By:

Date:

What a Sales Conditions Agreement Is and When It’s Used

A Sales Conditions Agreement is a written contract that sets the terms under which goods or services are sold, including price, payment terms, delivery, warranties, transfer of title, and remedies for breach. It defines responsibilities of buyer and seller, identifies the goods or services, and records any special conditions such as inspection rights, return policies, or financing contingencies. This document is used to reduce ambiguity, allocate commercial risk, and create an enforceable record of the parties’ negotiated terms in both one-off and recurring commercial transactions.

Why a Clear Sales Conditions Agreement Matters

A well-drafted Sales Conditions Agreement reduces disputes, clarifies payment and delivery obligations, preserves warranty and liability limits, and documents agreed remedies. It helps sellers enforce collections and buyers confirm expectations, and it creates an evidentiary record suitable for enforcement under contract law and the Uniform Commercial Code when applicable.

Who Typically Prepares and Signs This Agreement

Common users include companies selling goods or services, purchasing departments, contract managers, and outside counsel who review commercial terms.

Small business owners and operators handling B2B sales, distribution, or resales with standardized terms and recurring customers.
Procurement and accounts payable teams at mid-market companies negotiating delivery, inspection, and payment schedules.
Legal counsel and contract managers preparing customized provisions for warranties, limitation of liability, and indemnities.

Parties should ensure the signatory has authority to bind the entity; see the signatory roles section for guidance.

Who Can Sign on Behalf of a Party

Authorized Signer — Seller

The seller’s signatory should be an officer, director, or employee with delegated authority under corporate resolution or power of attorney. Verify company bylaws, board approvals, or delegation letters before execution to avoid challenges to enforceability.

Authorized Signer — Buyer

The buyer’s signer must have authority to accept payment terms and take delivery on behalf of the buyer entity. For individuals signing for companies, attach proof of authority such as a corporate resolution or signed authorization to the agreement file.

Core Components to Include in the Sales Conditions Agreement

A comprehensive agreement covers identification, consideration, delivery, risk transfer, inspection rights, payment, warranties, indemnities, and dispute resolution to reduce ambiguity and litigation risk.

Parties

Full legal names and entity types for each party, including business addresses and contact information to ensure enforceability and proper service of notices.

Description of Goods

Clear, specific description of products or services, model numbers, quantities, and any attachments or exhibits that define scope and limit disputes over what was sold.

Price and Payment

Exact price, currency, payment schedule, late fees, interest on overdue amounts, and conditions for withholding or setoff to prevent collection disputes.

Delivery and Title

Delivery terms (Incoterms or equivalent), delivery location, who bears shipping cost, and the event when title and risk of loss pass to the buyer.

Warranties

Express warranties, disclaimers, duration, and limits on remedies, including whether repair, replacement, or refund is exclusive remedy.

Governing Law

Choice of law and forum, plus any required dispute resolution method (arbitration vs. courts) to set expectations and reduce jurisdictional surprises.

How to Complete a Sales Conditions Agreement, Step by Step

Follow this sequence to prepare an accurate, enforceable agreement and minimize rework.

01

Draft core terms: Define goods, price, and payment schedule clearly.
02

Add delivery and risk terms: Specify shipping, insurance, and title transfer events.
03

Include warranties and limits: Set warranty period and exclusive remedy if appropriate.
04

Review and sign: Confirm signatory authority, then execute and exchange copies.

Customizing and Routing the Agreement Online

Configure workflow settings to automate review, approvals, and signature collection for faster execution.

Document Template	Create a reusable template with locked core clauses
Field Validation	Require currency format, dates in MM/DD/YYYY, and numeric quantity fields
Signer Order	Set sequential or parallel signing depending on approval needs
Authentication	Use email, SMS code, or advanced signer authentication
Notifications	Enable reminders and status alerts for signers

Where to Send and How to Submit the Executed Agreement

Identify the correct recipients and storage destinations for executed copies to ensure traceability and compliance.

Primary Recipient: Buyer or Billing contact who receives the signed agreement
Seller Records: Store signed copy in legal or contract repository for retention
Accounting: Send executed agreement to accounts receivable for invoicing
External Counsel: Provide counsel with final agreement for audit or change control

Digital Signing and eSubmission: Technical Considerations

Ensure the chosen eSignature platform meets authentication, audit trail, and export requirements before use.

File Formats: PDF, DOCX supported
Integrations: CRM and storage connectors
Security: TLS and AES encryption

Confirm that the platform preserves an immutable audit trail (timestamps, IPs, signer identity) and supports export to your records system.

Common Timelines and Deadlines to Track

Track effective dates, shipment windows, payment due dates, inspection periods, and warranty deadlines to manage obligations effectively.

Effective Date:

When obligations begin; often MM/DD/YYYY

Payment Due:

Net 30 or other agreed term measured from invoice date

Delivery Window:

Specified number of days or date range for shipment

Inspection Period:

Number of days buyer has to inspect goods

Warranty Term:

Duration for warranty claims and required notice

Key Project Milestones from Contract to Close

Use milestones to coordinate production, shipping, inspection, and final acceptance in a sequential workflow.

01

Contract Execution

Agreement signed and effective

02

Production / Fulfillment

Seller begins fulfilling order

03

Shipment / Delivery

Goods shipped and ETA provided

04

Inspection and Acceptance

Buyer inspects and provides acceptance or rejection

Common Mistakes to Avoid When Preparing the Agreement

Using vague language for price or scope that invites dispute and delays performance or payment.
Failing to confirm signatory authority which can render the agreement unenforceable against the entity.
Omitting delivery or title-transfer terms, creating uncertainty about who bears loss during transit.
Not documenting inspection rights or acceptance criteria, increasing the likelihood of returned goods and conflict.

Penalties and Legal Risks from Incorrect or Missing Terms

Contract Breach: Damages, specific performance, or termination rights

Collection Risk: Difficulty enforcing payment without clear terms

Warranty Liability: Unclear disclaimers increase exposure

Tax Exposure: Sales tax miscollection or reporting risk

Regulatory Noncompliance: Industry rules may impose fines

Invalid Signature: If intent or consent missing, enforceability threatened

Real-World Examples of Sales Conditions in Practice

These concise case summaries show how organizations use Sales Conditions Agreements to speed transactions and reduce disputes.

Martin Properties — Real Estate

A regional real estate firm standardized sale terms across transactions to reduce closing times by eliminating custom redlines.

They used clear delivery and inspection timelines to align stakeholders.
Tim Martin, Founder, said the firm processes and executes documents online with consistent compliance and security, improving turnaround and client satisfaction.

Optica Ventures — B2B Sales

A distributor instituted a template with fixed payment terms, late fees, and restitution clauses to reduce collections disputes.

The template clarified title transfer events and carrier responsibilities.
The result was fewer disputes and faster payment cycles while preserving negotiation levers for non-standard deals.

Essential Information to Record and Verify

Buyer Name: Full legal entity name

Seller Name: Full legal entity name

Effective Date: MM/DD/YYYY format

Price: Total amount and currency

Payment Terms: Due date and method

Delivery Terms: Place and risk transfer event

Tips for Accurate and Efficient Completion

Apply consistent templates, validate fields, and use authenticated signing to reduce downstream disputes and delays.

Use a single source template

Maintain an approved template repository to prevent clause drift and ensure consistent language across transactions.

Validate critical fields

Require formatting and validation for dates, currencies, and tax identifiers to avoid processing errors.

Confirm signer authority

Attach delegation documentation or corporate resolutions when signers are not officers to ensure enforceability.

Preserve audit trail

Keep signed PDFs, change logs, and signer metadata for dispute defense and regulatory review.

Comparison of eSignature Pricing and Enterprise Features

Select an eSignature provider that supports legal validity, audit trails, and the integrations you require; signNow appears first for feature parity and predictable pricing across plans.

	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	Trial available	Trial available	Trial available	Trial available
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 envelopes/user/yr	Varies	Varies	Varies

Frequently Asked Questions and Troubleshooting

Answers to common questions about execution, enforceability, signature options, and storage for Sales Conditions Agreements.

Need help? Contact support

Can the agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.
Do I need a notary or witness?
Most sales agreements do not require notarization or witnesses to be enforceable. Notarization is required only when state law or recording of a related instrument (like a deed) requires it.
What happens if a signer lacks authority?
If a signer lacks authority, the contract may be voidable; obtain corporate resolutions, POAs, or evidence of delegation to confirm binding authority.
How should I store executed agreements?
Store signed PDFs with audit trails in a secure document repository with access controls, encryption at rest (AES-256), and retention policies aligned to legal requirements.
Are audit trails sufficient to prove signing?
Audit trails that record timestamps, IP addresses, and signer authentication offer persuasive evidence of intent and attribution; stronger authentication may be required for regulated records.
Can I revise the agreement after signing?
Any revisions require a signed amendment or a new agreement. Track version history and ensure all parties sign the amendment to avoid disputes.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now