Is an e-signature legally valid?

Yes. The ESIGN Act (15 U.S.C. ch. 96) and UETA establish that electronic signatures and records are legally equivalent to handwritten signatures for most commercial transactions. Ensure intent to sign, consent to electronic records, attribution, and reliable retention to support enforceability.

Do I need a notary for a sales contract?

Generally no for standard commercial contracts. Notarization is sometimes used for recordation or to create a self-proving affidavit; specific instruments such as deeds may require notarization or witnesses depending on state law—verify before relying on notarization.

What if names or titles differ?

Mismatched names or missing authority can complicate enforcement. Verify legal entity names, include DBAs as needed, and attach corporate resolutions or written delegation of authority for individuals signing on behalf of organizations.

Can I use remote online notarization?

If your state permits remote online notarization (RON), it can be used subject to identity proofing, audio-video recording retention, and notary journal rules. RON availability and technical requirements vary by state—confirm the state's notary commission rules.

How long must I keep the contract?

Retain executed contracts for the term plus at least three years; IRS rules require financial records three years from filing (IRC §6501(a)), and HIPAA-covered documents must be retained six years (45 CFR §164.530(j)). Industry rules may extend retention.

Which state's law should govern?

Choose a governing-law clause deliberately. Most U.S. jurisdictions follow UETA; ESIGN applies to interstate electronic transactions. New York follows its ESRA scheme—confirm choice of jurisdiction and applicable consumer protection exceptions.

Electronic Signature
Templates
Sales
Sales Terms and Conditions Document

Sales Terms and Conditions Document

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

SALES TERMS AND CONDITIONS DOCUMENT

Parties and Contact Information

Seller Name:

Seller Billing Address

Buyer Name:

Buyer Billing Address

Order and Itemization

Purchase Order Number:

Item	Unit Price	Total
1	$	$
2	$	$
3	$	$

Subtotal Taxes Shipping & Handling Total Amount Due

Payment Terms

Payment due within days from invoice date. Accepted payment methods:

Wire Transfer Company Check Credit Card Escrow

Past due amounts shall incur interest at a rate of and a late fee of per month until paid in full. Buyer is responsible for collection costs, including reasonable attorneys' fees.

Delivery, Title and Risk of Loss

Delivery method: . Estimated delivery date: .

Title and risk of loss transfer to Buyer upon . If Seller arranges shipping, Seller will use reasonable care in carrier selection but is not liable for carrier delay or loss except as expressly set forth in this agreement.

Warranty

Seller warrants that goods supplied under this agreement shall conform to the specifications set forth herein and be free from material defects in materials and workmanship for a period of from date of delivery.

Warranty Coverage (describe scope) Warranty Exclusions

Returns and Refunds

Returns accepted within days of delivery if returned in original condition with prior authorization from Seller. Restocking fee: applicable to non-defective returns.

Refund Procedure

Limitation of Liability

Except for liability arising from Seller's gross negligence or willful misconduct, in no event shall Seller be liable to Buyer for consequential, incidental, special or punitive damages, including lost profits, regardless of theory of liability. Seller's aggregate liability for claims arising out of or related to this agreement shall not exceed the amount actually paid by Buyer to Seller under this order.

Taxes and Duties

Buyer is responsible for all sales, use, excise, value-added, import duties and similar taxes arising from this sale, except for taxes based on Seller's net income. If Seller is required to pay such taxes, Buyer shall reimburse Seller upon demand.

Force Majeure and Delay

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, labor disputes, acts of government, shortage of materials, or transportation delays. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.

Governing Law and Dispute Resolution

This agreement shall be governed by the laws of: without regard to conflict of laws rules. Any dispute arising under or relating to this agreement shall be resolved by binding arbitration in the agreed jurisdiction unless the parties mutually agree otherwise in writing.

Miscellaneous

Severability: If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Entire Agreement: These terms and any documents expressly incorporated herein constitute the entire agreement between Buyer and Seller and supersede all prior negotiations and agreements.

Additional Terms or Special Instructions

Seller Printed Name:

By:

Date:

Buyer Printed Name:

By:

Date:

What a Sales Terms and Conditions Document Covers

A Sales Terms and Conditions Document is the written agreement that records the commercial terms governing a sale of goods or services. It identifies the parties, describes products or services, sets pricing and payment schedules, defines delivery and acceptance criteria, allocates risk and liability, and specifies warranty, indemnity, termination, and dispute resolution provisions. The document creates clear contractual expectations, supports invoicing and tax reporting, and becomes the primary reference when resolving performance or payment disputes between buyer and seller.

Why clear sales terms matter for your business

A well-drafted Sales Terms and Conditions Document reduces ambiguity, allocates commercial risk, and protects cash flow by clarifying payment, delivery, and remedy processes. Clear terms also support regulatory compliance, tax reporting, and consistent operational handling across teams.

Who typically prepares or signs this document

Sellers, buyers, procurement staff, and contract administrators commonly prepare and execute Sales Terms and Conditions Documents in commercial transactions.

Small business owners negotiating product sales and delivery terms with customers.
Procurement and purchasing teams creating purchase orders and vendor agreements.
Legal and contract managers drafting warranties, liability limits, and dispute resolution clauses.

Tailor the document to the organization's role: sellers protect revenue and delivery commitments, buyers confirm performance and payment protections, and legal teams manage risk allocation and enforceability.

Typical signatory roles

Seller Representative

A seller's authorized signing representative—CEO, CFO, VP of Sales, or delegated contract manager—must have authority to bind the company to pricing, delivery commitments, and warranty obligations. For high-value agreements, obtain and attach a corporate resolution or written delegation of authority.

Buyer Representative

The buyer's authorized signer—procurement director, CFO, or purchasing manager—accepts invoices, delivery terms, and post-delivery remedies. Confirm billing address, taxpayer identification number, and payment approval limits before execution to avoid disputes or collection delays.

Essential sections to include in a professional document

Include specific contract sections to reduce ambiguity and to allocate responsibilities, risk, and remedies clearly between parties.

Scope

Describe goods or services precisely, including SKU, specifications, units, delivery milestones, and acceptance criteria to avoid disputes over performance.

Pricing

State unit price, totals, discounts, taxes, currency, invoicing schedule, and payment instructions; include late fees and interest on overdue amounts.

Delivery

Specify shipping terms, carrier responsibility, delivery deadlines, risk of loss transfer, inspection windows, and remedies for late or nonconforming delivery.

Warranties

Limit express warranties, exclude implied warranties where permitted, state warranty period and remedy procedures such as repair, replace, or refund.

Liability

Define limitation of liability, consequential damages exclusion, and caps tied to contract value; allocate insurance responsibilities where appropriate.

Termination

Set termination rights for breach or insolvency, required cure periods, and effect of termination on outstanding payment and return obligations.

Step-by-step: completing a Sales Terms and Conditions Document

Follow these steps to complete a Sales Terms and Conditions Document accurately and consistently online.

01

Identify Parties: Enter full legal names, addresses, and contact details for buyer and seller.
02

Describe Goods/Services: Specify quantities, specifications, and delivery milestones with acceptance criteria.
03

Set Payment Terms: State price, currency, invoicing schedule, and late-payment consequences.
04

Sign and Date: All authorized signers must sign, date, and include titles for attribution.

Configuring an online signing workflow

Configure the online workflow to set signer order, authentication level, and automated reminders for compliance and auditing.

Field	Configuration
Signer Order	Sequential or parallel signing order
Authentication	Email link, SMS code, or knowledge-based verification
Required Fields	Make signature, date, and key commercial fields mandatory
Reminders & Expiry	Set periodic reminders and an expiration window for signature completion

How eSignature workflows execute your sales terms

Typical eSignature flow for executing a Sales Terms and Conditions Document end-to-end, from upload through audit recording.

Upload: Uploader attaches the finalized agreement PDF or DOCX file.
Tag Fields: Place signature, initials, dates, and conditional fields where required.
Send to Signers: Add signer emails, set authentication, and send the signing request.
Complete & Archive: Signed copies and an audit trail are issued and stored for records.

Delivery channels and technical integration options

Assess distribution and integration needs—email, embedded signing, API, and cloud storage options—based on your parties and compliance requirements.

Email: Standard delivery via secure email link
API/Integration: Embed signing into ERP or CRM systems
Cloud Storage: Save executed copies automatically to cloud

Security and compliance features to look for

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

SOC 2: SOC 2 Type II certification available

HIPAA: HIPAA-compliant; BAA required

21 CFR Part 11: Compliant for FDA-regulated records

PCI DSS: PCI DSS certified for payment data

ISO & GDPR: ISO 27001 and GDPR compliance

Common legal and financial risks of errors

Late 1099: $60–$330 per form (IRC §6721)

Intentional disregard: $660+ per form, no cap

I-9 Violations: $281–$2,789 per violation (8 CFR §274a.2)

Contract Ambiguity: Litigation risk and potential damages

Unenforceable Terms: Void clauses may permit buyer rejection

Tax Withholding: Backup withholding 24% if TIN missing

Common preparation mistakes to avoid

Using vague payment terms such as 'reasonable time' rather than a specific due date causes collection disputes and contested late fees.
Failing to describe goods precisely, including specs and SKU, can lead to disagreement over acceptance and return rights.
Not confirming authorized signers or corporate authority can jeopardize enforceability against the purported party.
Maintaining multiple untracked versions without a single executed final copy increases the risk of competing contract interpretations.

Key dates and reporting deadlines to track

Important dates tie to contract effect, payment timing, tax reporting, record retention, and renewal or termination notice windows.

Contract Effective Date (start date):

Date when rights and obligations begin

Invoice Due Dates and Grace Periods:

Specify net terms and late fee application dates

1099 Reporting Deadlines to IRS:

Track vendor payments for applicable Jan 31 or other deadlines

Record Retention Start and Period:

Retention begins on execution or last effective amendment

Contract Renewal and Termination Notice:

State notice periods for renewal or termination actions

Baseline pricing and feature comparison for eSignature vendors

Compare base pricing and key feature flags across common eSignature vendors to select a solution for executing Sales Terms and Conditions Documents.

	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 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
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Real-world examples of contract digitization

Examples illustrating how organizations use online signing and structured terms to speed execution and reduce disputes.

Martin Properties

Martin Properties used online Sales Terms and Conditions Documents to close leases and sales without in-person meetings, improving turnaround.

Mobile and offline signing capabilities supported field closings.
"I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Optica Ventures LLC

A venture firm standardized sales terms to accelerate subscriptions and vendor agreements across stakeholders.

Simplified interface reduced signer friction.
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Frequently asked questions about execution and enforceability

Answers to frequent questions about completing, signing, validating, and enforcing Sales Terms and Conditions Documents in the United States.

Need help? Contact support

Is an e-signature legally valid?
Yes. The ESIGN Act (15 U.S.C. ch. 96) and UETA establish that electronic signatures and records are legally equivalent to handwritten signatures for most commercial transactions. Ensure intent to sign, consent to electronic records, attribution, and reliable retention to support enforceability.
Do I need a notary for a sales contract?
Generally no for standard commercial contracts. Notarization is sometimes used for recordation or to create a self-proving affidavit; specific instruments such as deeds may require notarization or witnesses depending on state law—verify before relying on notarization.
What if names or titles differ?
Mismatched names or missing authority can complicate enforcement. Verify legal entity names, include DBAs as needed, and attach corporate resolutions or written delegation of authority for individuals signing on behalf of organizations.
Can I use remote online notarization?
If your state permits remote online notarization (RON), it can be used subject to identity proofing, audio-video recording retention, and notary journal rules. RON availability and technical requirements vary by state—confirm the state's notary commission rules.
How long must I keep the contract?
Retain executed contracts for the term plus at least three years; IRS rules require financial records three years from filing (IRC §6501(a)), and HIPAA-covered documents must be retained six years (45 CFR §164.530(j)). Industry rules may extend retention.
Which state's law should govern?
Choose a governing-law clause deliberately. Most U.S. jurisdictions follow UETA; ESIGN applies to interstate electronic transactions. New York follows its ESRA scheme—confirm choice of jurisdiction and applicable consumer protection exceptions.

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