Sales Contract Template

A sales contract template is a reusable agreement for selling goods. It records who is buying and selling, what is being sold, the price, delivery and payment terms, warranties and when ownership and risk pass to the buyer. Using a template keeps every deal consistent and makes it easy to generate contracts straight from your CRM.

This guide covers the essential clauses, a sales contract outline you can adapt, and how sales teams automate contracts from quote to signature.

What is a sales contract?

A sales contract, or sales agreement, is a legally binding agreement in which a seller agrees to transfer goods to a buyer for a price. In the US, contracts for the sale of goods are generally governed by Article 2 of the Uniform Commercial Code (UCC), which each state has adopted in some form.

Under the UCC, a contract for the sale of goods priced at $500 or more generally must be evidenced by a signed writing to be enforceable, with some exceptions. That alone is a good reason to put sales terms in a signed document. You can read UCC Article 2 at Cornell Law School’s LII.

Sales contract vs bill of sale vs purchase order

These documents are related but not the same:

In many B2B sales, the flow is quote, then sales contract or signed order form, then invoice.

Essential clauses in a sales contract template

1. Parties. Legal names and addresses of buyer and seller.
2. Goods. Description, model numbers, quantities and specifications.
3. Price. Unit price, total, taxes, discounts and currency.
4. Payment terms. Deposit, due dates, accepted methods and late fees.
5. Delivery. Delivery date, location, shipping method and who pays shipping.
6. Shipping terms and risk of loss. When risk passes to the buyer, for example on delivery to a carrier or on receipt.
7. Title. When ownership transfers, and any security interest until full payment.
8. Inspection and acceptance. How long the buyer has to inspect and reject non-conforming goods.
9. Warranties. Express warranties and any disclaimer of implied warranties, written conspicuously.
10. Returns and remedies. Repair, replacement or refund options.
11. Limitation of liability. Caps on damages and exclusion of indirect damages.
12. Force majeure. What happens if events outside either party’s control delay delivery.
13. Governing law and disputes. Applicable state law and dispute process.
14. Entire agreement and signatures. Confirms the written terms are complete; signed by authorized representatives.

Sales contract template outline

• Title: Sales Agreement
• Date and parties: [Seller legal name and address], [Buyer legal name and address]
• Section 1, Goods: Seller agrees to sell and Buyer agrees to buy the goods listed in Schedule 1.
• Section 2, Price: The total price is [amount], plus applicable taxes.
• Section 3, Payment: Buyer will pay [deposit] on signing and the balance [within 30 days of delivery].
• Section 4, Delivery: Seller will deliver the goods to [address] by [date] via [method]. [Seller / Buyer] pays shipping.
• Section 5, Risk and title: Risk of loss passes to Buyer on [delivery / shipment]. Title passes on [full payment].
• Section 6, Inspection: Buyer has [10] days after delivery to inspect and notify Seller of defects.
• Section 7, Warranty: Seller warrants the goods will conform to the specifications for [12 months].
• Section 8, Liability: Seller’s liability will not exceed the purchase price.
• Section 9, Governing law: [State].
• Signatures: Authorized signers for Seller and Buyer.
• Schedule 1: Line items with product, quantity, unit price and total.

The line-item schedule is where most manual errors happen, because reps copy products and prices from the CRM by hand.

Mistakes that cause sales contract disputes

• Prices that do not match the quote. Contracts should be generated from the same data as the approved quote.
• Unclear delivery terms. Specify who pays for shipping and when risk passes.
• Hidden warranty disclaimers. Disclaimers of implied warranties generally need to be clear and conspicuous.
• No acceptance period. Without one, disagreements over defective goods drag on.
• Unauthorized signers. Confirm the person signing can bind the company.
• Version confusion. Emailing edited Word files back and forth creates conflicting versions.

Generate sales contracts from your CRM

The best sales contracts are not typed. They are generated from the opportunity in your CRM:

1. Opportunity reaches “Contract” stage in Salesforce, HubSpot or Dynamics 365.
2. Data is pulled automatically: account, contacts, products, quantities, prices and discounts.
3. Approval rules run: discounts above a threshold go to sales leadership.
4. The contract is generated from your approved Word template with a line-item table.
5. The buyer signs electronically, followed by your authorized signer.
6. The CRM updates: the signed PDF is attached and the opportunity moves to Closed Won. An order can be created in the ERP.

This removes retyping, keeps pricing consistent and shortens the time from verbal yes to signed deal.

How Noca helps

Noca generates sales contracts from CRM data using your own Word templates, routes them for approval, collects e-signatures and updates Salesforce, HubSpot, NetSuite or SAP when the contract is signed. Reps can also ask ChatGPT or Claude to “create the contract for Acme and send it to John,” and Noca’s MCP Server does the rest. See quote-to-cash with Noca.

This article is for general information and is not legal advice.

Related guides

• Service Agreement Template
• Independent Contractor Agreement Template

Frequently Asked Questions

What should be included in a sales contract?

A sales contract should include the buyer and seller details, a description of the goods, quantities, price and taxes, payment terms, delivery details, when risk and title pass, inspection and acceptance rules, warranties, remedies, limitation of liability, governing law and signatures from authorized representatives of both parties.

Does a sales contract need to be in writing?

Under UCC Article 2, a contract for the sale of goods for $500 or more generally must be supported by a signed writing to be enforceable, though there are exceptions. Even below that amount, a written contract is strongly recommended because it records the agreed price, delivery and warranty terms.

What is the difference between a sales contract and a bill of sale?

A sales contract sets out the terms of a sale, often before delivery, including price, delivery and warranties. A bill of sale is a simpler document that proves ownership has transferred from the seller to the buyer, usually when the sale is completed, and is common for vehicles and equipment.

Can a sales contract be signed electronically?

Yes. The federal ESIGN Act and state UETA laws make electronic signatures legally valid for most sales contracts in the US. The UCC writing requirement can be met by an electronic record. An e-signature audit trail also helps prove who signed and when.

Who should sign a sales contract?

Each party should sign through a person with authority to bind the company, such as an officer or an employee with delegated signing authority. For individuals, the buyer or seller signs personally. It is good practice to include the signer’s printed name, title and the date.