How to fill out a sales contract
Most trade runs on purchase orders and sales confirmations and never produces a signed contract. That works until something goes wrong, at which point whose terms apply becomes the only question — and the answer depends on which document moved last. A sales contract removes that argument by having both parties agree one set.
The 20 fields on a sales contract
Taken from the document itself, in the order it prints them.
- Document No.
- Date
- Place of Issue
Where the contract was made, which in some jurisdictions bears on governing law. Not decorative.
- Seller
- Buyer
- Incoterms
The rule, and it belongs in the contract rather than only on the invoice. It allocates cost, risk and clearance, which is contract territory rather than paperwork.
- Incoterms Place
The named place. Half the term, and the half that decides where your obligation ends.
- Currency
- Payment Terms
Deposit, balance trigger, credit period, instrument. Under a letter of credit this text is transcribed into the credit almost verbatim, so vagueness here becomes a discrepancy later.
- Port of Loading
- Port of Discharge
- Date of Departure
The shipment date or window agreed. Where late shipment carries a consequence — a penalty, a right to cancel — this is the date it hangs on.
- Country of Origin
Agreed up front, because it decides the buyer's duty rate and whether a preference claim is possible. Discovering it after the deposit is paid is expensive.
- Lead Time
From a trigger rather than a calendar date, so a late deposit does not silently become the seller's problem.
- Notes
Where the clauses live that no other document carries: governing law, dispute resolution, force majeure, inspection rights, what happens on rejection. This field is the reason the contract exists.
- Bank Details
Fixed here so a later change of account details is visibly a change rather than an instruction in an email — which is exactly how invoice-redirection fraud works.
- Name
- Title
- Date
- Place
The line-item columns
One row per product. Columns can be hidden, renamed or added in the generator.
- Item #
- Description
Full specification. This is the definition of conformity: what counts as the right goods, and therefore what counts as a breach.
- HS Code
Agreeing classification in the contract stops it being renegotiated per shipment, and surfaces a disagreement while there is still time to resolve it.
- Qty
- Unit
- Unit Price
With the term attached, and with any volume breaks stated. A price without the Incoterm is not a complete term.
- Amount
A working sales contract, prefilled with a sample shipment. Every field above is editable here, and it downloads as a PDF.
| Item # | Description | HS Code | Qty | Unit | Unit Price (USD) | Amount (USD) | |
|---|---|---|---|---|---|---|---|
The Seller agrees to sell and the Buyer agrees to buy the goods described above on terms. Payment shall be made by . Shipment shall be effected from on or about . Quality and quantity shall be as specified above and are final at the port of loading unless otherwise agreed in writing.
Your entries are kept as you move between documents: the parties, ports, container and line items all carry across.
The battle of the forms, settled
Buyer sends an order on their terms; seller confirms on theirs; both assume their own govern. Which set applies depends on jurisdiction and on document sequence, and honestly nobody knows until a court decides. A signed contract makes that question disappear, which is worth more than any individual clause in it.
Framework once, orders under it
The usual arrangement is one contract signed at the start of a relationship, with purchase orders placed against it. That avoids renegotiating governing law per shipment while leaving quantity and price per order. It is also what makes a purchase order safe to keep short.
Say what happens when it goes wrong
Late shipment, short shipment, goods that fail inspection, a buyer who will not take delivery. Contracts that only describe the successful case are the ones that produce disputes, because the parties are then arguing about a situation neither wrote down.
+Do I need a contract for every order?
No. A framework contract signed once, with orders under it, is the normal arrangement.
+Is a signed proforma invoice a contract?
Often it functions as one, since it is an offer and the buyer's acceptance completes it. It will not carry governing law, dispute resolution or force majeure, which is what a contract adds.
+Which law should govern?
A commercial decision, not a paperwork one — enforceability where the counterparty's assets are matters more than familiarity. Worth a lawyer on anything material.
+Does the CISG apply automatically?
Between parties in contracting states, generally yes unless excluded. Whether you want it applying is a question to answer deliberately rather than by silence.
Judge it by the document, not the feature list.
Everything above is already on the form. Fill it in and download the PDF — no account needed.
Open the sales contract generator