Are e-signatures enforceable?

Yes. Electronic signatures are legally valid for most commercial sales under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws; ensure intent, consent, attribution, and reliable record retention to meet the four-part validity test.

When is notarization required?

Notarization is rarely required for ordinary goods sales but may be needed for collateral filings, some jurisdictional requirements, or when a document specifically requests notarized acknowledgement; check state rules before notarizing.

What if a signer lacks authority?

If an individual lacked actual authority, the contract may be voidable. Verify signatory authority against corporate formation documents or use board resolutions or PO authorizations to confirm authority in high-value deals.

How do I amend an agreement?

Amendments should be written, signed by all parties, and dated. Reference the original agreement and retain both versions; track changes in revision history to avoid disputes about which terms govern.

Can I cancel or revoke after signing?

Revocation depends on contract terms and performance status. A signed agreement generally binds parties; cancellation rights must be expressly stated or negotiated by mutual consent, purchase order termination clauses, or applicable law.

How should I store executed contracts?

Keep a tamper-evident PDF with complete audit records, maintain backups in a secure repository, and follow retention rules (tax, HIPAA, or industry-specific) to support audits and potential disputes.

Electronic Signature
Templates
Miscellaneous
Sales of Goods Agreement

Sales of Goods Agreement

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

SALES OF GOODS AGREEMENT

This Sales of Goods Agreement (the Agreement) is made and entered into by and between:

Seller Name: Seller Address: Buyer Name: Buyer Address:

Effective Date:

RECITALS

WHEREAS, Seller is engaged in the business of manufacturing, distributing and selling certain goods and has the right to sell the goods described in this Agreement; and

WHEREAS, Buyer desires to purchase and acquire the goods from Seller on the terms and conditions set forth in this Agreement.

SCOPE OF WORK / DESCRIPTION OF GOODS

Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the goods described below in accordance with the terms of this Agreement.

Description of Goods: Quantity: Unit Price (each): Total Purchase Price: Delivery Address: Delivery Schedule / Incidental Instructions:

PAYMENT TERMS

Buyer shall pay Seller the Total Purchase Price in accordance with the following terms.

Amount Payable: Payment Schedule (due dates, milestones): Late Payment Fee:

DELIVERY; TITLE; RISK OF LOSS; INSPECTION

Seller shall arrange for delivery in accordance with the Delivery Schedule. Title and risk of loss shall pass to Buyer as follows unless otherwise agreed in writing: title passes upon .

Buyer shall have days from delivery to inspect the Goods and give written notice of rejection for nonconformity. Failure to give timely notice constitutes acceptance.

WARRANTIES

Seller warrants that at the time of delivery the Goods will conform to the Description of Goods and will be free of liens and encumbrances and that Seller has good title to the Goods. Except as set forth in this Agreement, the Goods are sold as-is and all other warranties, whether express or implied (including merchantability and fitness for a particular purpose), are disclaimed to the fullest extent permitted by law.

Warranty Period:

TAXES AND DUTIES

Unless otherwise agreed, Buyer shall be responsible for all sales, use, value-added, and other taxes, duties, or assessments levied on the transaction, excluding taxes imposed upon Seller’s income.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of obligations by both parties unless earlier terminated as provided below.

Commencement Date: . Termination Date (if applicable):

Notice Period for Termination:

Either party may terminate for material breach if the breaching party fails to cure within the notice period specified above. Termination shall not relieve Buyer of payment obligations for Goods accepted prior to termination or Seller of obligations for delivered Goods.

CONFIDENTIALITY

Each party may disclose confidential or proprietary information to the other in connection with this Agreement. Receiving party shall (a) protect confidential information with at least the same degree of care it uses to protect its own confidential information, (b) use such information solely to perform obligations under this Agreement, and (c) not disclose such information to third parties except as required by law. Confidentiality obligations continue for years after termination.

LIMITATION OF LIABILITY

Except for claims arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability for any claim arising from this Agreement shall not exceed the total paid or payable by Buyer for the Goods that give rise to the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

Seller Notice Address: Buyer Notice Address:

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 laws principles. Disputes shall be resolved by binding arbitration or litigation as selected by the non-breaching party.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

Additional Terms (optional):

Seller:

By:

Date:

Buyer:

By:

Date:

What a Sales of Goods Agreement Covers

A Sales of Goods Agreement is a written contract that documents the sale and transfer of tangible goods between a seller and a buyer. It defines the parties, the goods being sold, price and payment terms, delivery logistics, transfer of title and risk, inspection and acceptance procedures, warranties, remedies for breach, and any disclaimers of liability. The agreement creates enforceable obligations under contract law and the Uniform Commercial Code (UCC) where applicable, and helps reduce disputes by recording expectations in clear, specific terms.

Why a Clear Sales of Goods Agreement Matters

A precise written agreement reduces commercial risk by documenting what is sold, when title passes, who pays, and what remedies apply. It helps prevent misunderstandings and supports enforcement if performance issues arise.

Who Typically Prepares and Signs This Agreement

The Sales of Goods Agreement is commonly used by commercial sellers, distributors, manufacturers, and purchasing organizations to document transactions for tangible goods.

Small business owners and sole proprietors managing direct sales and inventory purchases.
Procurement or purchasing managers at mid-market and enterprise companies.
Independent contractors and resellers who need clear delivery and payment terms.

Parties vary by industry and transaction size; tailoring terms for price, delivery, and risk allocation ensures the agreement matches operational needs.

Essential Sections to Include in a Professional Agreement

A well-drafted Sales of Goods Agreement groups core topics into clear sections so each party understands obligations, timing, and remedies.

Parties

Identify seller and buyer by full legal name and business entity type, including primary contact and address to ensure enforceability and correct contracting parties.

Description of Goods

Specify goods with model numbers, quantities, unit measures, and any applicable specifications or packaging requirements to avoid later disputes about conformity.

Price and Payment

State total price, unit price, taxes, payment schedule, accepted payment methods, late payment fees, and any payment security or escrow arrangements.

Delivery and Title

Define delivery terms, delivery location, shipping Incoterms or equivalent, who bears shipping costs, and the moment title and risk of loss pass to the buyer.

Warranties and Remedies

Clarify express warranties, disclaimers of implied warranties where permitted, inspection and rejection rights, and remedies like repair, replacement, or refund.

Governing Law

Specify the governing state law and dispute resolution method (court jurisdiction or arbitration) to limit uncertainty about applicable rules and forum.

Required Information at a Glance

Seller Information: Legal name and address

Buyer Information: Legal name and address

Goods Description: Model, qty, specs

Price / Consideration: Total and unit price

Delivery Terms: Place and timing

Signatures & Dates: Signed and dated lines

Step-by-Step: Completing a Sales of Goods Agreement

Follow these steps to create a usable agreement that minimizes ambiguity and supports enforcement.

01

Gather details: Collect legal names, specs, price, and delivery data.
02

Draft terms: Write clear warranty, payment, and delivery clauses.
03

Review: Have procurement or legal review key provisions.
04

Sign: Execute with authorized signatures and dates.

Configuring an Online Agreement Workflow

Set up an e-sign workflow that includes fields, authentication, and routing so each party receives and signs the same controlled version.

Field	Configuration
Signature authentication	Email link or SMS code
Conditional fields	Show fields based on prior answers
Payment collection	Enable processor for immediate payment
Bulk dispatch	Upload CSV to send many agreements

Where to Send, File, and Retain Signed Copies

Use controlled distribution and retention so all parties and internal teams have access to the executed agreement and supporting documents.

Send to buyer: Deliver final signed PDF to buyer and seller
File internally: Store in procurement or contract repository
Share finance: Provide accounts payable/receivable copy
Retain backup: Archive with invoice and shipping docs

Digital Signing and Distribution Considerations

Choose a platform that supports secure signatures, format compatibility, and access controls to protect contract integrity and auditability.

Integrations: Salesforce, NetSuite, Google Workspace
File formats: PDF, DOCX, and HTML supported
Authentication: Email, SMS, or stronger methods

Ensure the service you use provides a tamper-evident PDF, a complete audit trail (timestamps, IP addresses), and secure storage consistent with applicable compliance obligations.

Common Deadlines and Timing to Track

Track contractual and operational dates so obligations are met and statutory timelines are not missed.

Effective Date and Term:

Date when obligations begin and duration of the agreement

Delivery Date:

When seller must deliver goods to buyer

Inspection Period:

Period buyer has to inspect and reject goods

Payment Due Date:

When buyer must remit payment per terms

Recordkeeping:

Retain executed agreement per retention policy

Common Preparation Errors to Avoid

Using vague product descriptions that later lead to disputes over conformity and acceptance.
Failing to specify who bears shipping, insurance, or customs costs when goods move across jurisdictions.
Listing informal trade names rather than legal entity names that appear on formation documents.
Omitting inspection windows or acceptance criteria, which can make rejection or warranty claims difficult to enforce.

Key Risks and Potential Consequences

Breach Liability: Damages for nonperformance

Tax Exposure: Incorrect reporting or tax treatment

Warranty Claims: Repair or replacement obligations

Loss of Title: Risk if title transfer terms unclear

Invalid Signature: Enforceability issues if signing authority absent

Collection Costs: Attorneys’ fees or arbitration expenses

Real-World Examples of Use

Examples show how businesses rely on clear sales contracts to speed transactions and reduce disputes.

Martin Properties — Tim Martin, Founder

Martin Properties used online agreements to handle onsite materials orders and avoid delays

The platform simplified approvals and signatures
I can process and execute all of these documents online with 100% compliance and built-in security, allowing mobile or offline signing that gets forms back to necessary parties efficiently.

Xerox — Kodi-Marie Evans, Director

Xerox integrated signed contracts with NetSuite to automate order processing

Integration reduced manual entry
airSlate SignNow provides flexibility to get the right signatures on the right documents in the right formats, improving internal workflows and external customer experience.

Practical Tips for Accurate and Efficient Agreements

Apply these practices to reduce disputes, speed processing, and ensure a reliable audit trail.

Describe goods precisely

Use model numbers, part numbers, and measurable specifications. Attach product sheets or samples as exhibits to remove ambiguity and support acceptance testing.

Specify delivery and title

State when title and risk pass, shipping responsibilities, and Incoterm-equivalent language to avoid disagreements during transit or at delivery points.

Require acceptance criteria

Define inspection windows, testing procedures, and remedies for nonconforming goods to streamline rejection and correction processes.

Use auditable e-signature workflows

Capture timestamps, IP addresses, and signer authentication, and retain the tamper-evident PDF to support enforcement and recordkeeping.

Typical Signatories and Their Authority

Seller — Business Owner

The seller’s authorized signatory is typically an officer or owner with authority to bind the company; the signature should be matched to formation documents and include printed name and title to establish signing authority and avoid later challenges.

Buyer — Purchasing Manager

The buyer’s authorized representative should be listed with title. For corporate buyers, internal purchase order and delegation policies should be followed to ensure the signatory has authority to accept payment terms and liability.

eSignature Vendor Comparison for Executing Sales Agreements

Typical procurement decisions weigh price, bulk sending, audit trails, and compliance capabilities; signNow is listed first for direct comparison.

	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 plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes (Premium)	Yes	Yes	Yes	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently Asked Questions

Answers to common legal and practical questions about using and enforcing a Sales of Goods Agreement.

Need help? Contact support

Are e-signatures enforceable?
Yes. Electronic signatures are legally valid for most commercial sales under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws; ensure intent, consent, attribution, and reliable record retention to meet the four-part validity test.
When is notarization required?
Notarization is rarely required for ordinary goods sales but may be needed for collateral filings, some jurisdictional requirements, or when a document specifically requests notarized acknowledgement; check state rules before notarizing.
What if a signer lacks authority?
If an individual lacked actual authority, the contract may be voidable. Verify signatory authority against corporate formation documents or use board resolutions or PO authorizations to confirm authority in high-value deals.
How do I amend an agreement?
Amendments should be written, signed by all parties, and dated. Reference the original agreement and retain both versions; track changes in revision history to avoid disputes about which terms govern.
Can I cancel or revoke after signing?
Revocation depends on contract terms and performance status. A signed agreement generally binds parties; cancellation rights must be expressly stated or negotiated by mutual consent, purchase order termination clauses, or applicable law.
How should I store executed contracts?
Keep a tamper-evident PDF with complete audit records, maintain backups in a secure repository, and follow retention rules (tax, HIPAA, or industry-specific) to support audits and potential disputes.

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