Can this agreement be signed electronically?

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

What happens if a party signs without authority?

If a signer lacks authority, the contract may be voidable. Confirm signatory authority in the signature block and consider an authorization certificate or corporate resolution.

When is notarization required?

Most commercial resale agreements do not require notarization, but state-specific deeds or real-estate-related transfers may. Check state notary and recording requirements.

How should I document product defects?

Include an inspection procedure and notice requirement in the agreement; preserve evidence and follow contract cure periods to preserve remedies.

Can I amend the agreement after signing?

Yes; amendments must be in writing and signed by authorized representatives unless the contract permits other modification methods.

How long should I keep executed agreements?

Retain signed agreements at least 3 years after filing for tax purposes (IRC §6501(a)); industry-specific rules such as HIPAA or SEC may require longer retention.

Electronic Signature
Templates
Sales
Sales Resale Agreement

Sales Resale Agreement

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SALES RESALE AGREEMENT

This Sales Resale Agreement ("Agreement") is made effective as of by and between Seller Name: and Reseller Name: .

Seller and Reseller Contact Information

Seller Billing & Notice Address Seller Contact Name & Email Reseller Billing & Notice Address Reseller Contact Name & Email

Definitions and Appointment

"Products" means the goods described in Section 4. Seller appoints Reseller as a non-exclusive reseller authorized to purchase Products from Seller for resale in the Territory. Territory:

Products, Pricing and Ordering

The Products and unit pricing to be sold to Reseller are set forth below. Seller may update pricing in writing upon prior notice in accordance with the notice provisions of this Agreement.

Item	Description	Quantity	Unit Price	Total

Subtotal Taxes (specify rate) Shipping & Handling Total Amount Due

Payment Terms

Payment is due within days from invoice date. Accepted payment methods: Wire Transfer Credit Card Check

Late payments shall incur interest at the rate of on the unpaid balance plus reasonable collection costs.

Delivery and Risk of Loss

Delivery Date (estimated): . Shipping method: . Unless otherwise agreed in writing, risk of loss transfers to Reseller upon tender to the carrier.

Warranty

Seller warrants that Products shall conform to the product specifications and shall be free from material defects in workmanship and materials for a period of from delivery. This warranty does not cover defects resulting from abuse, modification, or improper installation by Reseller or Reseller's end customers.

Warranty Limitations and Exclusions

Returns and Refunds

Returns of defective Products shall be governed by the following procedure. Reseller must provide written notice and obtain a return authorization within days of receipt. Authorized returns will be refunded or replaced at Seller's election subject to inspection.

Return & Refund Policy Details

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of the indemnifying party's negligence or willful misconduct. Except for liability arising from gross negligence or willful misconduct, the aggregate liability of either party for any claim arising under this Agreement shall not exceed the Total Amount Due under the specific invoice giving rise to the claim.

Liability Cap (optional)

Term and Termination

This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated as provided herein. Either party may terminate for material breach if the breach is not cured within days after written notice.

Confidentiality

Each party agrees to keep confidential and not disclose the other party's confidential information except as required by law or to perform obligations under this Agreement. Confidential information excludes information that is or becomes publicly known through no breach by the receiving party.

Notices

All notices shall be in writing and delivered to the addresses below and shall be effective upon receipt.

Seller Notice Address Reseller Notice Address

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior discussions. This Agreement may be amended only by a written instrument signed by both parties. Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

Governing Law

Authority to Execute

Each party represents and warrants that the person signing below is duly authorized to execute this Agreement on behalf of the respective party and that this Agreement is binding upon such party.

Seller Printed Name:

By:

Date:

Title:

Reseller Printed Name:

By:

Date:

Title:

What a Sales Resale Agreement Covers

A Sales Resale Agreement is a commercially binding contract that documents the resale of goods or inventory from one party (the reseller) to another (the buyer). It establishes the parties, item descriptions, quantity, price, delivery terms, title transfer, representations and warranties, and payment and return procedures. The agreement also allocates risk for defects, sets limitations on liability, and typically specifies dispute resolution and governing law to govern future disagreements.

Why a Clear Sales Resale Agreement Matters

A well-drafted agreement reduces ambiguity, protects both parties’ expectations about price and delivery, and limits exposure to warranty or indemnity claims.

Who Typically Prepares and Signs a Sales Resale Agreement

Companies and individuals engaged in buying and reselling goods use this agreement to define commercial terms and legal responsibility.

Wholesale distributors and resellers managing inventory and downstream sales; they need clear cost, margin, and return terms.
Retailers sourcing products from third-party vendors for resale under their own brand or marketplace channels.
Brokers or agents arranging bulk purchases for resale to multiple buyers or across jurisdictions.

Legal, procurement, or finance teams should review terms for compliance with tax, warranty, and consumer protection rules before finalizing.

Core Sections to Include in a Professional Sales Resale Agreement

A comprehensive agreement organizes rights and obligations into discrete sections so parties can find obligations quickly and reduce dispute risk.

Parties

Full legal names and entity types for buyer and seller, including state of formation and business addresses.

Goods Description

Detailed SKU, model, quantity, unit measurements, quality standards, and any accepted tolerances for delivered goods.

Price & Payment

Unit price, total purchase price, payment method, payment schedule, and conditions for late payments or discounts.

Delivery & Title

Incoterms or delivery terms, carrier responsibility, risk of loss, and point when title passes to buyer.

Warranties

Express warranties, disclaimers of implied warranties, inspection period, and remedies for nonconforming goods.

Indemnity & Limits

Indemnification scope, caps on consequential damages, insurance requirements, and procedures for claims.

Step-by-Step: Completing and Executing a Sales Resale Agreement

Follow these sequential steps to prepare, review, and finalize the agreement so it is legally sound and operationally clear.

01

Draft Terms: Assemble parties, goods, price, delivery, warranties, and dispute resolution language.
02

Internal Review: Have legal, finance, and operations confirm commercial and tax terms before circulation.
03

Signatures: Collect authorized signatures and dates from both parties; verify authority prior to execution.
04

Recordkeeping: Store executed copies securely and distribute to procurement, accounting, and fulfillment teams.

Recommended Digital Workflow Settings for Online Completion

Configure the signing workflow and fields to reduce errors and create an auditable record.

Field	Configuration
Signature Field	Require signer, date stamp, and signer role validation
Conditional Fields	Show pricing or payment fields only when applicable
Authentication	Email link or SMS code; use stronger methods for high-value sales
Audit Trail	Enable IP, timestamp, and action logs for each signer

Typical Online Signing Flow for a Sales Resale Agreement

A streamlined online signing process reduces turnaround time while capturing evidence required for enforceability.

Upload Document: Sender uploads final agreement file and prepares fields.
Assign Signers: Specify signer emails and signing order if ordered execution is required.
Authenticate: Signer verifies identity via email or optional SMS/KBA.
Complete & Archive: Signed copies and audit trail are forwarded to parties and stored securely.

Technical and Integration Considerations for eSigning

Choose a platform that supports your integrations, file formats, and authentication needs.

File Formats: PDF, DOCX, and fillable forms are widely supported
Integrations: Connectors to CRM, ERP, cloud storage, and accounting systems
Authentication Options: Email, SMS, KBA, and SSO for enterprise access

Verify platform compliance needs such as HIPAA, SOC 2, and 21 CFR Part 11 before routing regulated documents.

Required Data Elements to Make the Agreement Complete

Buyer Name: Legal entity and address

Seller Name: Legal entity and address

Goods Details: SKU, quantity, description

Price: Currency and totals

Effective Date: MM/DD/YYYY format

Signatures: Printed name, title, date

Primary Legal and Financial Risks of an Incorrect Agreement

Contract Ambiguity: Leads to dispute and litigation

Incorrect Party Name: May void obligations

Tax Misreporting: Triggers IRS penalties (IRC §6721)

Warranty Gaps: Exposes seller to rejection claims

Unauthorized Signatory: Can render contract unenforceable

Improper Notice: Delays remedies and cure periods

Common Mistakes to Avoid When Preparing a Sales Resale Agreement

Leaving delivery terms vague, which can shift risk of loss and increase disputes over responsibility and insurance coverage.
Failing to specify currency and tax treatment, causing pricing disputes and potential tax reporting errors for both parties.
Omitting inspection and acceptance procedures, which can permit late claims or unexpected returns, affecting inventory and cash flow.
Allowing unauthorized signatories to sign, risking unenforceability and requiring costly ratification or re-execution steps.

Real-World Examples of Sales Resale Agreement Use

Examples show how organizations use a Sales Resale Agreement to speed transactions and reduce downstream disputes.

Martin Properties — Onboarding

Martin Properties digitized resale agreements to close transactions remotely

Reduced in-person handoffs across 3 offices
The company reported faster execution and consistent recordkeeping, enabling quicker inventory turnover and clearer audit trails.

Tech Data — Enterprise Integration

Tech Data used integrated workflows with contract templates

Standardized pricing and delivery terms across vendors
This reduced contract review cycles and ensured procurement and accounting received signed copies automatically for reconciliation.

eSignature Vendor Pricing and Feature Snapshot for Sales Resale Agreements

Below is a concise comparison of starting prices and key feature availability across common eSignature vendors; signNow is listed first per 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	Yes, 7-day trial	No	No	No	No
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Typical Timing and Deadlines to Manage for a Resale Transaction

Track key calendar dates from agreement effective date through delivery, inspection, and final payment to avoid contract breaches.

Effective Date:

The date entered as MM/DD/YYYY when obligations commence

Delivery Window:

Dates for shipment or delivery as specified in contract

Inspection Period:

Time allowed for buyer to inspect and reject goods

Payment Due Date:

Payment terms and late fee trigger dates

Warranty Notice:

Deadline to notify seller of defects or nonconformity

Frequently Asked Questions About Sales Resale Agreements

Answers to common questions about signing, enforcement, and practical steps to reduce execution risk.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
What happens if a party signs without authority?
If a signer lacks authority, the contract may be voidable. Confirm signatory authority in the signature block and consider an authorization certificate or corporate resolution.
When is notarization required?
Most commercial resale agreements do not require notarization, but state-specific deeds or real-estate-related transfers may. Check state notary and recording requirements.
How should I document product defects?
Include an inspection procedure and notice requirement in the agreement; preserve evidence and follow contract cure periods to preserve remedies.
Can I amend the agreement after signing?
Yes; amendments must be in writing and signed by authorized representatives unless the contract permits other modification methods.
How long should I keep executed agreements?
Retain signed agreements at least 3 years after filing for tax purposes (IRC §6501(a)); industry-specific rules such as HIPAA or SEC may require longer retention.

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