Can this be signed electronically?

Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA (adopted in most states), electronic signatures generally have the same legal effect as handwritten signatures, provided intent, consent, attribution, and reliable record retention are met.

Do I need a notary or witnesses?

Most commercial sales agreements do not require notarization or witnesses. Certain state-specific instruments (real property transfers, wills) do; consult state notary rules if the agreement includes collateral or conveyance elements.

What if the signer lacks authority?

If an individual signs without proper corporate authority, the contract may be voidable. Obtain corporate resolutions or officer certificates to confirm signing authority before accepting performance.

How do I correct a signed agreement?

Do not alter an executed copy. Prepare a signed amendment or mutual rescission and replacement agreement; route through the same execution workflow to preserve a clear audit trail.

Are electronic records admissible in court?

Yes, when they meet ESIGN/UETA criteria and include supporting evidence such as secure audit trails, access logs, and reproducible records showing signer intent and attribution.

How long should I keep the agreement?

Retain active contract files for the term plus at least three years; for tax, HIPAA, or regulatory exposure retain according to the applicable statutory period noted in the retention timeline.

Electronic Signature
Templates
Sales
Sales Supply Agreement

Sales Supply Agreement

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

SALES SUPPLY AGREEMENT

PARTIES

This Sales Supply Agreement (the Agreement) is made effective as of by and between the parties set forth below.

Seller Name Seller Address Seller Contact (Name, Phone, Email) Buyer Name Buyer Address Buyer Contact (Name, Phone, Email)

RECITALS AND DEFINITIONS

Recitals: Seller manufactures or supplies certain goods and Buyer desires to purchase those goods on the terms and conditions set forth in this Agreement. The parties agree as follows.

Definitions: In this Agreement, "Goods" means the items described in Section 4 and the attached itemization, "Order" means a purchase order issued in accordance with Section 3, and "Delivery" means physical transfer of Goods to the Delivery Address specified by Buyer.

SCOPE OF SUPPLY

Seller shall supply, and Buyer shall purchase, the Goods described in the itemization below in accordance with Orders issued by Buyer and accepted by Seller pursuant to the terms of this Agreement.

ITEMIZATION OF GOODS

Item	Description	Quantity	Unit Price	Line Total

Subtotal Tax Rate (%) Tax Amount Shipping & Handling Total Amount Due

PAYMENT TERMS

Buyer shall pay invoices in full within days from the date of Seller's invoice unless otherwise stated in an accepted Order. Accepted payment methods: check, ACH, wire, or credit card as agreed in writing.

Accepted Payment Methods

Late payments shall incur interest at the rate of percent per month (or the maximum permitted by law) on the outstanding balance, plus any reasonable collection costs.

DELIVERY & TRANSFER OF TITLE

Delivery shall occur by the delivery method specified in the Order and to the address set forth in Section 1. Estimated delivery date: Month Day Year .

Shipping Method

Title to the Goods passes to Buyer upon unless otherwise specified in an accepted Order. Risk of loss transfers at the same time as title unless agreed otherwise in writing.

INSPECTION AND ACCEPTANCE

Buyer shall inspect the Goods within business days after delivery and shall give written notice of any nonconformity. Failure to timely notify Seller shall constitute acceptance of the Goods.

WARRANTY

Seller warrants that for a period of months from delivery the Goods shall materially conform to specifications and be free from defects in material and workmanship under normal use. Buyer's sole and exclusive remedies for breach of this warranty shall be repair or replacement of nonconforming Goods, or at Seller's option, refund of the purchase price for the defective Goods.

Exclusions and Warranty Limitations

RETURNS AND REFUNDS

Returns authorized by Seller must be made in accordance with Seller's return procedures. Buyer may return defective Goods within days of discovery. Restocking fees, if any, shall not exceed %.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from Seller's gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall not exceed or the total amount paid by Buyer to Seller under the applicable Order, whichever is greater. Neither party shall be liable for consequential, incidental, special, or punitive damages.

Indemnification

TAXES

Unless otherwise agreed, prices exclude all sales, use, value-added, and other taxes imposed by any governmental authority. Buyer shall be responsible for such taxes; Seller will invoice applicable taxes unless Buyer provides a valid exemption certificate.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, supply shortages, acts of government, or transportation interruptions. The affected party shall notify the other and use commercially reasonable efforts to mitigate the effects.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until all Orders are fulfilled, unless earlier terminated for material breach upon thirty (30) days' written notice and failure to cure, or as otherwise provided herein.

NOTICES

All notices shall be in writing and shall be sent to the contact details listed above or to such other address as the party designates in writing. Notices may be delivered by personal delivery, certified mail, or overnight courier.

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 shall first attempt to resolve disputes in good faith; if unresolved, disputes shall be submitted to binding arbitration in the agreed location unless otherwise mutually agreed.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior proposals, negotiations, and communications. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign its rights or obligations without the other's prior written consent, except to an affiliate or in connection with a sale of substantially all assets.

Additional Terms (Optional)

Seller Printed Name:

By (Signature):

Date:

Buyer Printed Name:

By (Signature):

Date:

What a Sales Supply Agreement Is and when it applies

A Sales Supply Agreement is a bilateral contract that defines the sale and delivery of goods or materials between a seller and a buyer. It sets product descriptions, quantities, pricing, delivery schedules, inspection and acceptance rules, risk of loss, payment terms, warranties, and remedies for breach. Parties often attach technical specifications, quality standards, and purchase order references as exhibits. The agreement governs commercial expectations across the supply chain and can be used standalone or layered beneath a master services or master supply agreement.

Why a clear Sales Supply Agreement matters

A well-drafted Sales Supply Agreement reduces disputes, clarifies responsibilities, and preserves remedies when deliveries or payments fail.

Who typically prepares and signs this agreement

Multiple stakeholders commonly review the document prior to signature; confirm signatory authority and any required internal approvals before finalizing.

Procurement and Supply Chain Managers responsible for vendor selection, delivery schedules, and acceptance criteria.
Sales and Account Managers who set pricing, order windows, and commercial terms with customers.
In-house Counsel or Contracts Teams who review warranty, indemnity, and governing-law provisions before execution.

Core clauses to include in a professional Sales Supply Agreement

Include concise, enforceable clauses that allocate risk, set performance standards, and define commercial mechanics so all parties can rely on predictable outcomes.

Product Details

Precise descriptions, part numbers, unit of measure, packaging, and applicable product specifications or drawings; attach exhibits for technical standards.

Price & Payment

Unit prices, discounts, invoicing cadence, accepted payment methods, late payment interest, and conditions triggering price adjustments.

Delivery Terms

Incoterms or equivalent delivery point, lead times, delivery schedule, partial deliveries, packaging responsibilities and freight allocation.

Inspection & Acceptance

Timeframes for inspection, criteria for rejection, remedy for nonconforming goods, and return or replacement procedures.

Warranties & Remedies

Express warranty language, duration, remedies for breach, limitation of liability, and any disclaimers consistent with U.S. commercial law.

Termination & Force Majeure

Termination for cause or convenience, notice requirements, cure periods, and force majeure definitions and allocation of costs during disruptions.

Step-by-step: completing a Sales Supply Agreement

Follow these sequential steps when preparing the contract to ensure accuracy, approvals, and readiness for e-signature.

01

Draft: Populate product, price, and delivery specifics accurately.
02

Review: Legal and finance confirm warranty and payment terms.
03

Approve: Obtain internal sign-off and confirm signer authority.
04

Execute: Use an approved eSignature workflow and retain the audit trail.

Typical routing and execution flow for this agreement

The execution flow below shows common routing from preparation through final document retention.

Prepare: Upload contract and attach exhibits for specifications.
Place Fields: Insert signature, date, and any conditional fields.
Authenticate: Choose signer authentication level (email, SMS, KBA).
Complete: Signer signs, system issues completion certificate.

Configuring an online signing workflow for the agreement

Set up a predictable workflow: field placement, signer order, and authentication depending on transaction risk.

Field	Configuration
Signature Field	Required; timestamp and audit trail enabled
Date Field	Auto-fill MM/DD/YYYY on signing
Initials	Optional; required on each page if used
Authentication	Email link or SMS code per signer

Distribution channels and technical requirements

Use platforms that preserve audit trails, secure storage, and provide role-based access so executed agreements remain defensible and searchable.

Supported Formats: PDF, DOCX
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, KBA

Common eSignature vendor comparison for signing Sales Supply Agreements

Compare starting prices and common enterprise features across providers. signNow appears 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	Varies	Varies	Varies	Varies
Bulk Send	Available (Premium)	Available	Available	Available	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA)	Yes	Yes	No	No

Common deadlines and timing provisions to include

Define concrete dates and cure periods so parties know when obligations mature and when remedies are available.

Payment Due Date:

Specify net terms (e.g., Net 30) and interest for late payments.

Delivery Windows:

State calendar delivery dates or rolling delivery intervals.

Inspection Period:

Set days allowed for buyer inspection and rejection.

Notice Periods:

Define notice time for breach, termination, or force majeure.

Tax Reporting:

Collect W-9s early to avoid backup withholding and reporting delays.

Common mistakes when preparing Sales Supply Agreements

Vague product descriptions that omit SKUs or specifications, leading to disputes over conformity and acceptance.
Missing or mismatched signer authority, which can render contracts unenforceable or delay payments and shipments.
Failure to align delivery terms with insurance and risk allocation, creating uncertainty about who bears loss in transit.
Not capturing an audit trail or proper electronic consent, complicating enforcement of electronically executed agreements.

Consequences of incomplete or incorrect agreements

Contract Voidance: May occur if a signer lacks authority

Tax Penalties: Backup withholding or IRC penalties

Delivery Delays: Shipment holds or acceptance disputes

Liability Exposure: Unlimited damages if indemnities are poorly limited

Enforcement Costs: Litigation or arbitration fees

Regulatory Risk: HIPAA or export control violations

Essential security and compliance considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Timestamps, IP, and signer actions retained

Certifications: SOC 2 Type II and ISO 27001 available

HIPAA: BAA required for PHI handling

21 CFR Part 11: Available controls for FDA-regulated records

Access Controls: Role-based permissions and SSO

Real-world examples of Sales Supply Agreement use

Representative use cases show how companies apply templates and e-sign workflows to speed execution and reduce errors.

Optica Ventures LLC

Brian Fitzgibbons streamlined supplier onboarding with a template-based agreement that reduced review cycles by days

Template-driven clauses standardized delivery and acceptance
The result improved turnaround and made contract terms consistent across multiple vendors, easing operational handoffs and reducing disputes.

Tech Data

Bob Dutkowsky used centralized agreements to align purchasing and distribution for complex product lines

Centralized approvals reduced manual errors
This approach improved internal vendor service and shortened time-to-revenue by consolidating contract workflows and preserving a complete audit trail.

Practical tips for accurate and efficient completion

Adopt consistent templates and pre-approved clauses to speed execution while protecting commercial interests.

Use Standardized Exhibits

Keep product specs, packaging, and testing protocols in attached exhibits so the core agreement remains concise and easier to review.

Confirm Signatory Authority

Verify corporate signers against the company’s organizational documents or a current board resolution to avoid enforceability issues later.

Define Acceptance Criteria

Specify inspection windows, measurable quality metrics, and pass/fail thresholds to reduce ambiguity in performance disputes.

Preserve the Audit Trail

Retain the complete execution record (timestamps, IP, authentication) when using electronic signatures to support admissibility and integrity.

How to update or amend a signed Sales Supply Agreement

Use a controlled amendment process that documents consent, effective dates, and any changed deliverables or pricing.

01

Identify Change:

Describe the clause(s) to be changed and reason for amendment.

02

Draft Amendment:

Prepare a succinct amendment or addendum with redline references.

03

Internal Approval:

Obtain required internal approvals per governance.

04

Signatures:

Have both parties sign the amendment.

05

Attach:

Attach amendment to the original contract record.

06

Distribute:

Send executed copies to stakeholders and finance.

Frequently asked questions about Sales Supply Agreements

Answers address legal validity, electronic execution, signer authority, notarization, corrections, and retention concerns for U.S. transactions.

Need help? Contact support

Can this be signed electronically?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA (adopted in most states), electronic signatures generally have the same legal effect as handwritten signatures, provided intent, consent, attribution, and reliable record retention are met.
Do I need a notary or witnesses?
Most commercial sales agreements do not require notarization or witnesses. Certain state-specific instruments (real property transfers, wills) do; consult state notary rules if the agreement includes collateral or conveyance elements.
What if the signer lacks authority?
If an individual signs without proper corporate authority, the contract may be voidable. Obtain corporate resolutions or officer certificates to confirm signing authority before accepting performance.
How do I correct a signed agreement?
Do not alter an executed copy. Prepare a signed amendment or mutual rescission and replacement agreement; route through the same execution workflow to preserve a clear audit trail.
Are electronic records admissible in court?
Yes, when they meet ESIGN/UETA criteria and include supporting evidence such as secure audit trails, access logs, and reproducible records showing signer intent and attribution.
How long should I keep the agreement?
Retain active contract files for the term plus at least three years; for tax, HIPAA, or regulatory exposure retain according to the applicable statutory period noted in the retention timeline.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now