Sales Contract Generator
The agreement itself: goods, price, delivery terms, payment and the clauses both parties sign against.
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| 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.
About this document
A sales contract sets out the agreement itself, rather than one side's view of it. An invoice and a purchase order between them cover price, goods and delivery, but they say nothing about which country's law applies, how a dispute gets resolved, or what happens when a port closes. Those are the questions that matter precisely when something has gone wrong.
Risk and title are not the same thing
Incoterms allocate risk, cost and the obligation to clear goods. They say nothing about when ownership passes. It is entirely possible to bear the risk of goods you do not yet own, or to own goods whose loss is someone else's problem. A sales contract is where title transfer is stated, commonly on full payment. Leaving it unstated is why disputes over goods in transit become complicated.
Governing law and how a dispute is resolved
Name the law that governs the contract and the forum for disputes. Without it, which court hears a disagreement between a Chinese seller and a German buyer is itself the first argument, and it can cost more than the goods. Arbitration is common in international trade because awards are enforceable across borders under the New York Convention in a way that foreign court judgments often are not.
What the invoice cannot carry
None of these fit on an invoice: inspection rights, warranty periods, force majeure, penalties for late delivery, what happens to the deposit if the buyer walks away. All of them are things people assume are agreed. A contract is also where quality and quantity are declared final at a stated point, usually the port of loading, which is what stops a rejection on arrival becoming open-ended.
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Keep building your document set
- Commercial InvoiceGoods, values and payment details.
- Packing List — DetailedPackages, weights and dimensions.
- Certificate of OriginThe declared origin of your goods.
- Bill of LadingShipper, consignee and cargo details.
- Shipper's Letter of InstructionInstructions for your freight forwarder.
- Verified Gross Mass DeclarationThe verified weight of a packed container.
Questions
+Do I need a sales contract if I already have a purchase order and an invoice?
For a small repeat order between parties who trust each other, usually not. For a first order, a large one, or anything involving custom manufacture, a contract is what covers the situations the other two documents are silent on: disputes, delays, defects and cancellation.
+What is the CISG and does it apply to me?
The United Nations Convention on Contracts for the International Sale of Goods applies by default to sales between businesses in most trading countries, unless the contract excludes it. Whether you want it depends on the deal. Many contracts exclude it deliberately, and doing so is a decision worth making rather than inheriting.
+Does an Incoterm decide when ownership transfers?
No. Incoterms allocate cost, risk and clearance obligations only. Ownership passes when the contract says it does, or failing that under the governing law. This is the single most common misunderstanding about Incoterms.
+Should the contract be signed by both parties?
Yes. A contract signed by one side is evidence of an offer, not of an agreement. Scanned signatures are widely accepted in international trade. Where a bank or an authority is involved, check what form of signature they require before relying on one.
+Which language should the contract be in?
One both sides genuinely read. Where a bilingual contract is used, state which language prevails in the event of a conflict, because translations of legal terms rarely map exactly and the difference only surfaces in a dispute.