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Terms and Conditions of Sale

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CONDITIONAL SALES CONTRACT
STANDARD TERMS

The following terms and conditions shall be applicable to the contract appearing on the reverse hereof as if fully set forth therein.

1. Location of the Goods. The Goods shall be kept and used by the Buyer solely at locations specified in the contract. The Buyer shall not remove the Goods or any part thereof from said place without the written consent of the Seller, who remains the sole owner thereof until full payment is made.

2. Right of Repossession. In case of a failure to pay the Purchase Price or any installment thereof, or in case of a removal of the Goods in violation of the provisions of this Agreement, or if the Buyer shall sell or mortgage, or attempt to sell or mortgage said Goods, or if the Buyer shall violate any term, provision, or condition of this Agreement, the Seller, its representatives or assigns shall be at liberty from that time, and it is hereby authorized, to enter into and upon any place or places where Goods may then be, and to retake the same and/or cancel this Agreement, and to retain all payments made without obligation as to resale except as specifically required by law. Regardless of the retaking of the Goods and/or the cancellation of this Agreement as aforesaid, the Buyer shall remain liable for and agrees to pay the entire balance of the Purchase Price or the deficiency upon a resale, as the case may be, and the Buyer shall in such event have only such rights as are specifically granted to the Buyer by law. Seller shall have the right to remove and retake the Goods, whether or not the removing and retaking thereof shall cause any damage or injury to the building, and Seller shall not be liable for any such damage or injury.

3. Rights Upon Repossession. Upon retaking of the Goods, the Seller or its assigns, shall have the right to resell the same for the account of the Buyer in the manner provided by law. The Buyer agrees to pay the deficiency arising after an application of the proceeds of retake to the expense of retaking and resale and to the payment of the Purchase Price remaining due, with interest from the date the Purchase Price was due at the rate of per cent per annum.

4. Acceleration of Time of Payment of Purchase Price. The entire Purchase Price shall become due and payable upon breach by the Buyer of any term, provision or condition of this Agreement, or upon default in payment of any installment of the Purchase Price, or interest thereon when due.

5. No Other Agreements. Seller is not liable for or bound by any verbal agreements or any arrangements except as specified in this written order.

6. Delivery. Acceptance by railroad or other common carrier shall constitute delivery to Buyer.

7. Manner of Payment. All payments by Buyer hereunder are to be made by cashier's check to the order of Seller and shall be mailed or delivered to it only at Seller's address stated above.

8. Force Majeure. Seller shall not be responsible for any failure on its part to perform any term or provision of this Agreement due to any cause beyond Seller's reasonable control. Seller shall not be responsible for nondelivery or delay in delivery of the whole or any portion of the Goods where such nondelivery or delay in delivery is due to fire, strikes, difficulties in obtaining labor, raw materials, or supplies, freight or other embargoes, Act of God or the public enemy or any other cause whatsoever over which Seller has no control.

9. Risk of Loss. After delivery of the Goods to the Buyer or to a railroad or other common carrier, all risk of loss because of fire, theft or otherwise and all damage or injury to the Goods shall be for the account of the Buyer, and regardless of any such loss or damage, Buyer is and shall remain liable to the Seller for payment of the full amount of the Purchase Price.

10. Conformity With Literature. Goods not materially different from those shown in Seller's literature shall be accepted by Buyer as in accordance with this Agreement.

11. No Cancellation Permitted. This Agreement is being made to cover specific products to fill Buyer's special requirements and is not subject to cancellation. In the event that Buyer shall attempt to cancel or shall refuse to accept delivery, Seller shall be entitled upon a tender of the Goods in addition to all other remedies afforded to Seller to recover the full Purchase Price from Buyer.

12. Goods Not Fixtures. Buyer agrees that the Goods shall not, in any event, become part of the real estate and shall at all times remain personal property.

13. Expenses. The Buyer agrees to pay to the Seller, in addition to all other sums required to be paid by the Buyer, all legal and other expenses incurred by the Seller in collecting any moneys due from the Buyer to the Seller under the terms and provisions of this Agreement and all legal and other expenses incurred by the Seller in removing and/or retaking and/or selling, by legal process or otherwise, the Goods covered by this Agreement.

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What the Terms and Conditions of Sale cover

The Terms and Conditions of Sale is a contract that defines the rights and obligations between a seller and a buyer for goods or services. It typically addresses pricing, payment terms, delivery, risk of loss, warranties, returns, indemnity, limitation of liability, intellectual property, and dispute resolution. These terms form the contract backbone whether the transaction is executed on paper, electronically, or through an eSignature platform. Clear, well-structured terms reduce ambiguity and support enforceability under U.S. electronic signature law when correctly executed and retained.

Why formal Terms and Conditions of Sale matter

A written set of sale terms allocates risk, defines payment and delivery obligations, and preserves remedies for breach. Clear terms reduce disputes, speed invoicing and collections, and provide a documented basis for enforcing warranties, returns, and limitation-of-liability clauses.

Why formal Terms and Conditions of Sale matter

Who commonly prepares and signs these terms

Small businesses, procurement teams, sales representatives, and legal departments all rely on standardized Terms and Conditions of Sale to manage transactions and reduce commercial risk.

  • Sales teams using templates to keep pricing and payment language consistent and auditable.
  • Procurement and accounts payable teams requiring clear delivery and acceptance criteria before payment.
  • Legal counsels drafting governing law, limitation-of-liability, and indemnity language for cross-border transactions.

These stakeholders benefit from reusable templates, per-field guidance, and reliable signing workflows that preserve the agreement and an audit trail for enforcement.

Typical signers and their roles

Sales Manager

A Sales Manager executes terms with customers and confirms pricing, delivery windows, and product descriptions. Their signature binds commercial commitments and often triggers fulfillment and invoicing processes; ensure delegated authority is documented in corporate approvals.

Purchasing Officer

A Purchasing Officer signs on behalf of the buyer and verifies acceptance criteria, payment terms, and warranty provisions. They should confirm budget authority and any required internal approvals before signing to avoid invalid or non-binding commitments.

Essential sections to include in professional terms

A complete Terms and Conditions of Sale should be logically organized and concise while covering the key commercial and legal points that a court or arbitrator will examine if a dispute arises.

Goods or Services

A clear description of what is being sold, including SKU or part numbers, scope of services, and any excluded items, so there is no ambiguity about performance obligations.

Price and Payment

Specify currency, unit prices, taxes, invoicing schedule, due dates, late fees, and payment methods to reduce billing disputes and trigger collection remedies when needed.

Delivery and Transfer

Define delivery terms (Incoterms or U.S. equivalent), shipping responsibility, title transfer, and acceptable delivery windows to allocate risk of loss and costs.

Warranties

State any express warranties, duration, remedies for breach of warranty, and whether implied warranties are disclaimed to limit future claims.

Limitation of Liability

Include caps on damages, disclaimers for consequential damages, and carve-outs for gross negligence or willful misconduct to manage exposure.

Dispute Resolution

Set governing law, jurisdiction or arbitration clauses, and attorney fee allocation to reduce uncertainty and provide predictable enforcement paths.

Required contract metadata and record elements

Seller Name: Legal entity name
Buyer Name: Legal entity name
Effective Date: MM/DD/YYYY
Payment Terms: Net terms or milestone
Governing Law: Selected state
Signature Block: Signer name and title

Step-by-step: preparing and executing the Terms and Conditions of Sale

Follow a consistent sequence when creating, reviewing, and signing sale terms to reduce errors and establish a reliable audit trail for enforcement or dispute resolution.

  • 01
    Draft core terms: Assemble goods, price, payment, and delivery language.
  • 02
    Internal approvals: Obtain finance and legal sign-offs before issuing.
  • 03
    Send to counterparty: Use tracked delivery and include consumer disclosures if required.
  • 04
    Execute with eSignature: Capture signer identity, timestamp, and retain audit log.

Configuring an electronic workflow for sale terms

A consistent digital workflow reduces turnaround time and enforces required fields, approvals, and signer authentication for legally reliable execution.

Field Configuration
Effective Date field Required, MM/DD/YYYY enforced
Price field Numeric with currency validation
Signature block Signer name, title, date required
Approval steps Sequential approvers enforced

How electronic signing preserves contractual integrity

Electronic execution follows a clear sequence that establishes intent, attribution, and retention necessary for legal validity under U.S. law.

  • Upload: Sender uploads the contract to the signing platform.
  • Place fields: Add required signature, initials, and date fields.
  • Authenticate signer: Use email, SMS, or stronger methods as needed.
  • Complete and archive: Platform captures audit trail and stores the record.

Technical considerations for eSubmission and signing

Choose a platform that supports secure transmission, tamper-evident documents, and searchable retention to protect the agreement and meet regulatory needs.

  • File formats: PDF, DOCX supported
  • Integrations: CRM and cloud storage
  • Authentication: Email, SMS, or KBA

Ensure the platform offers audit trails, exportable signed PDFs, and configurable retention policies so the executed agreement is reproducible and defensible.

Key timing elements to track

Track dates that affect obligations, remedies, and statutory time limits; precise dating affects acceptance, warranty start, and statute-of-limitations calculations.

Effective Date:

Date obligations begin; use MM/DD/YYYY.

Delivery Deadlines:

Specific ship or completion dates per order.

Payment Due:

Net terms measured from invoice date.

Warranty Period:

Start date and length in months or years.

Claim Notice:

Time window to provide breach notifications.

Common mistakes when preparing Terms and Conditions of Sale

  • Using vague price language like 'reasonable charges' instead of fixed amounts or clear calculation methods leads to billing disputes and unenforceable claims.
  • Failing to specify delivery terms or transfer of title creates uncertainty over who bears risk of loss during transit and may delay insurance claims.
  • Omitting governing law and forum selection allows counterparties to challenge jurisdiction, increasing litigation cost and duration.
  • Allowing unsigned or partially signed copies into production workflows without an audit trail risks unenforceability under ESIGN and UETA criteria.

Risks and legal consequences of incorrect or incomplete terms

Breach Exposure: Damages and specific performance claims
Tax Risk: Incorrect invoicing affects IRS reporting
Warranty Liability: Unclear disclaimers create broader obligations
Regulatory Noncompliance: HIPAA or export control exposure
Contract Invalidity: Invalid signer authority voids agreement
Ineffective Notices: Missed deadlines for dispute or recall

Comparison: eSignature vendors for executing Terms and Conditions of Sale

Platform choice affects authentication, audit trails, compliance, and per-user or per-invite cost. The table below lists common plan and capability distinctions across major vendors.

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 (Business Premium) 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 limit Varies Varies Varies

Frequently asked questions about executing Terms and Conditions of Sale

Answers address signing, enforceability, common errors, and how electronic workflows meet U.S. legal tests for validity.


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