Six free sales contract templates in Microsoft Word, for selling goods between businesses. A sales contract — also called a selling contract or sale of goods agreement — records what is being sold, for how much, and when. The clauses that decide actual disputes are rarely the ones people think about: not the price, but when ownership passes, who carries the risk if the goods are damaged in transit, and how long the buyer has to reject them.
- Templates6 designs
- FormatMicrosoft Word
- ForBusiness-to-business sales
- CostFree, no signup
These are starting points, not legal advice, and we are not lawyers. Contract law differs by country and by state, and a template cannot know your situation. For a one-off sale of inexpensive goods a template is usually proportionate. For anything substantial, ongoing, international, or involving equipment that could cause harm if it fails, have a lawyer review it before you sign — the review costs a fraction of the dispute.
Which document do you actually need?
Four documents get confused here, and using the wrong one leaves you without the protection you thought you had.
| Document | What it is |
|---|---|
| Sales contract | A signed agreement between seller and buyer covering the whole transaction — goods, price, delivery, risk, warranties, what happens if it goes wrong. Use it for substantial, ongoing or negotiated sales. |
| Quotation | An offer to sell at a stated price, usually with an expiry date. Not binding until accepted, and generally not detailed enough to govern a dispute. Our quotation templates cover this stage. |
| Purchase order | The buyer’s document, ordering goods on their terms. Where both sides send their own terms you can end up arguing about which set applies — a signed sales contract removes that argument. |
| Invoice | A demand for payment after the fact. An invoice is not a contract, though invoice terms printed on the back may form part of one. |
The templates
Six Word documents to adapt. Each download is a zip file — extract it before opening.
The clauses that decide disputes
Parties, goods and price are the easy part. These are the ones that get left out and then matter.
| Clause | Why it matters |
|---|---|
| Full legal names of the parties | The registered company name and number, not a trading name. “Dave’s Supplies” is not an entity you can pursue. Get the buyer’s legal identity right or the rest of the contract may have nobody to enforce it against. |
| Specification, not just a description | Quantity, grade, dimensions, standard met, model or part number. “20 tonnes of steel” invites a dispute about which steel. Attach a specification sheet and refer to it. |
| When title passes | Ownership can pass on signature, on delivery, or on full payment. If it is silent, the default rule in your jurisdiction decides for you — and it may not be the one you wanted. |
| When risk of loss passes | A separate question from title, and the one that matters if a lorry overturns. Risk and ownership can sit with different parties at the same moment. State the point at which risk transfers and who insures the goods until then. |
| Retention of title until paid | A seller’s most useful clause: ownership stays with you until the invoice is settled in full, so if the buyer becomes insolvent you may be able to recover the goods rather than joining the queue of creditors. Its effectiveness varies by jurisdiction and it needs drafting properly, which is one reason to get a lawyer’s eye on a template you will reuse. |
| Inspection and rejection period | How many days the buyer has to examine the goods and raise a problem, and what happens after that window closes. Without it, “I’m not happy with these” has no deadline. |
| Warranties, and their limits | What you promise about the goods, for how long, and what remedy applies — repair, replacement or refund. Note that implied warranties may apply whether or not you mention them, and excluding them generally has to be done explicitly and prominently to work at all. |
| Payment terms and late payment | Due date, method, currency, who bears bank charges, and the interest rate or charge on overdue amounts. A stated rate is worth far more than a vague right to claim interest. |
| Delivery terms | Place, date, and who pays carriage. For international sales, name an Incoterm — it settles cost and risk allocation in three letters instead of three paragraphs. |
| Limitation of liability | A cap, usually tied to the contract value, and exclusion of indirect losses. Limits on liability for death or personal injury are restricted or void in many jurisdictions, so do not simply copy a blanket exclusion. |
| Governing law and jurisdiction | Which country’s or state’s law applies and whose courts hear a dispute. Cheap to add and expensive to omit, particularly across borders. |
| Force majeure | What happens when neither party can perform because of something outside their control. Define it by naming events rather than leaving it abstract. |
| Entire agreement | Confirms the signed document is the deal, so a salesperson’s optimistic email does not become a term. |
For goods crossing a border, the contract works alongside the shipping paperwork rather than replacing it — our export packing list templates cover the documents that travel with the consignment, and the contract should say which party is responsible for producing them.
When does a sale have to be in writing?
Often it does not, which surprises people — many sales are legally binding on a handshake. But an oral contract is only as good as what you can prove, and above a threshold the law may refuse to enforce it at all.
In the United States, sales of goods are governed by Article 2 of the Uniform Commercial Code, adopted in some form by nearly every state. Under UCC section 2-201, a contract for the sale of goods for $500 or more is not enforceable through the courts unless there is “some writing sufficient to indicate that a contract for sale has been made between the parties”, signed by the party you are trying to enforce it against. There are three well-known exceptions where a contract can still be enforced without that writing:
- Custom goods made specially for the buyer and not resaleable in the seller’s ordinary business, where the seller has already substantially begun making them or committed to buying the materials.
- Admission — where the party resisting enforcement admits in court that a contract was made, though only for the quantity admitted.
- Part performance — where payment has been made and accepted, or the goods have been received and accepted.
States vary in how they have adopted Article 2, and other countries have entirely different rules, so treat the $500 figure as a US starting point rather than a universal line. The practical conclusion is the same everywhere: write it down and get it signed, whatever the amount. The cost of doing so is a few minutes.
Selling to a business or to a consumer?
This is the most important thing on the page, and the thing most sales contract templates ignore.
Contracts between businesses are largely a matter of what the parties agree. Contracts with consumers are not: consumer protection law sets a floor that cannot be contracted away, and a term trying to do so is typically unenforceable even if the consumer signed it. In the UK, the Consumer Rights Act 2015 gives consumers rights about the quality, description and fitness of goods that a trader simply cannot exclude. The United States, the EU and Australia each have their own equivalents, generally to the same effect.
Which means a business-to-business template used unaltered for consumer sales can contain clauses that are void — and worse, their presence may itself breach consumer law in some jurisdictions. These six templates are written for business-to-business sales. If you sell to the public, start from a consumer-facing document and take advice on the parts that limit your liability or the buyer’s rights.
Signing it
Execution practice varies more than anything else on this page, so this section is by region.
- Everywhere: both parties sign, each keeps an identical signed copy, every page is numbered, and any annexes are listed and attached. Date it. If anything is amended by hand before signing, both parties initial the change — an unmarked handwritten alteration is a gift to whoever wants to dispute it later.
- Pakistan, India and some neighbouring jurisdictions: agreements of this kind are commonly executed on stamp paper of the prescribed value, with stamp duty paid according to the state or provincial schedule, and a thumb impression may be taken alongside or instead of a signature. Witnesses are usual. The correct stamp value depends on the document and the jurisdiction, and getting it wrong can affect whether the document is admitted in evidence — check locally rather than assuming.
- United States, UK, EU and Australia: neither stamp paper nor thumb impressions are used. A signature is sufficient, and witnesses are generally not required for an ordinary sale of goods. Notarisation is occasionally used but rarely necessary.
- Electronic signatures are recognised for most commercial contracts in the US, UK, EU and Australia, under legislation such as the US ESIGN Act. Some document types are excluded and requirements differ, so for anything high-value confirm that an e-signature is acceptable for that specific document in that jurisdiction.
A signed contract is strong evidence of what the parties agreed. Whether it is enforceable is a separate question that depends on how it was formed, whether both parties had capacity and authority, whether the terms are lawful, and the law of the place that governs it — which is why the governing law clause earns its line.
Common questions
Do I need Microsoft Word?
No. These open in Google Docs or LibreOffice Writer. For a contract, convert the final version to PDF before sending it for signature so the text cannot be altered accidentally, and keep the editable original.
Is a sales contract the same as a sales agreement?
In ordinary use, yes. “Sales contract”, “selling contract”, “sale of goods agreement” and “purchase and sale agreement” are used more or less interchangeably for the same document. What matters is the content, not the heading.
Can I use one of these for services rather than goods?
Not well. Services contracts turn on scope, deliverables, acceptance criteria and intellectual property, none of which a goods contract addresses, and the law governing them is often different. Use a services agreement instead.
What if the buyer sends their own purchase order terms?
Then you may have two sets of terms and an argument about which governs — sometimes called the battle of the forms, and resolved differently in different jurisdictions. The clean answer is to agree one signed contract that says it prevails over any other terms either side issues.
Should I sign an NDA before negotiating?
If you will be sharing pricing structures, supplier details, designs or customer information during the negotiation, yes — and before, not after. Our confidentiality agreement templates cover that stage.
How long should I keep a signed contract?
At least as long as the limitation period for bringing a claim under it, which varies by jurisdiction and is commonly several years after the contract ends, and longer where tax or accounting rules require it. Keep the signed original, not just a scan, where you can.
Can I use these commercially?
Yes, for your own business or for clients. You may not resell or redistribute the template files themselves. See our Terms of Use.
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