Sales Contract Template
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.
| 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.
Parties, ports, container and line items carry across every document.
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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Not sure what goes in a box? How to fill out a sales contract, field by field →
Exporters
Make the invoice, packing list and certificate of origin for a shipment in one go, without typing the consignee's address four times.
Freight forwarders
Turn a client's spreadsheet into a clean set of documents that a customs broker will accept.
Customs brokers
Rebuild a missing or unusable document from the details you already have.
One shipment in, every document out
| FreightStow | Typical alternative | |
|---|---|---|
| Enter the details once for every document | Yes | Retype for each document |
| Document types | 33 | Varies |
| Statutory forms (CMR, ISF, USMCA origin) | Included | Often missing |
| Add, rename or remove line-item columns | Yes | Fixed templates |
| Download formats | PDF, Excel, Word | PDF only |
| Try it without an account | Yes | Usually not |
The right-hand column describes the general pattern in this category, not one named vendor. Features and plans change — check any provider’s current terms before deciding.
Commercial documents · 12
- Packing List — DetailedFull itemised packing list with HS codes, marks and numbers, package types and per-item dimensions.
- Packing List — SimpleMinimal packing list: what is in the shipment, how many packages, and what it weighs. No HS codes or dimensions.
- Packing List — ContainerPacking list broken down by container, for FCL shipments where each line must be traced to a container and seal.
- Packing List — ConsolidatedOne packing list covering several orders or invoices consolidated into a single shipment.
- Commercial InvoiceThe primary customs valuation document: what was sold, to whom, on what terms, and for how much.
- Proforma InvoiceA binding quotation in invoice form, issued before shipment so the buyer can open a letter of credit or arrange an import licence.
- Tax InvoiceInvoice showing the tax charged on a supply, in the form required for the buyer to reclaim input tax.
- Credit NoteCancels or reduces a previously issued invoice, for returns, short shipments or agreed price adjustments.
- Purchase OrderThe buyer's formal instruction to supply goods on stated terms, prices and delivery dates.
- QuotationA priced offer to supply, stating validity, lead time and the Incoterms the price is quoted on.
- Request for QuotationInvites a supplier to price a specified list of goods against stated delivery terms and a response deadline.
- Sales ConfirmationThe seller's acceptance of an order, confirming goods, price, terms and shipment schedule back to the buyer.
Declarations & instructions · 10
- Non Asbestos DeclarationCertifies that the goods contain no asbestos in any form — required by Australia, Saudi Arabia and other markets that ban asbestos outright.
- New and Unused DeclarationCertifies that the goods are new and have never been used — required where the destination restricts imports of second-hand goods.
- Packing DeclarationDeclares the timber packaging and container cleanliness of a consignment — required for Australian and New Zealand biosecurity clearance.
- DeclarationA blank declaration on letterhead, for the one-off statements a buyer, bank or customs authority asks for that have no standard form.
- Declaration of OriginA self-certified origin statement made by the exporter, used where a full chamber-stamped certificate of origin is not required.
- Verified Gross Mass DeclarationThe SOLAS VGM certificate. No container may be loaded to a vessel without a signed verified gross mass from the shipper.
- Shipper's Letter of InstructionThe exporter's instructions to their freight forwarder, including the authority to act as agent for customs purposes.
- Shipping InstructionTells the carrier exactly how the bill of lading should read: parties, routing, cargo description and freight terms.
- Forwarding InstructionBooks a consignment with a freight forwarder: collection details, routing, cargo particulars and who pays which charges.
- Sales ContractThe agreement itself: goods, price, delivery terms, payment and the clauses both parties sign against.
Statutory & customs forms · 11
- CMR — Consignment Note (Sender)The sender's copy of the international road consignment note, retained as proof of what was handed to the carrier.
- CMR — Consignment Note (Carrier)The carrier's copy of the road consignment note, evidencing the contract of carriage.
- CMR — Consignment Note (Consignee)The consignee's copy of the road consignment note, travelling with the goods and signed on delivery.
- Bill of LadingThe carrier's receipt for the goods, evidence of the contract of carriage, and a document of title the consignee must surrender to collect the cargo.
- Certificate of OriginCertifies where goods were produced. Usually stamped by a chamber of commerce and required to claim tariff treatment or satisfy a letter of credit.
- Certification of Origin (USMCA/CUSMA/T-MEC)The free-trade certification for US–Mexico–Canada shipments. Has no prescribed form, but must carry all nine required data elements.
- Importer Security FilingThe ten data elements a US importer must file with CBP at least 24 hours before cargo is laden aboard a vessel bound for the United States.
- Phytosanitary CertificateCertifies that a consignment of plants or plant products meets the importing country's phytosanitary requirements.
- Form 6 — Transboundary Movement DocumentMovement document accompanying a transboundary shipment of hazardous waste, tracking it from exporter to disposal facility.
- Form 9 — Transboundary Movement DocumentMovement document for transboundary shipments of hazardous recyclable material, tracking custody through to the recovery facility.
- Bill of ExchangeAn unconditional written order requiring the drawee to pay a fixed sum on demand or at a stated future date — the instrument behind documentary collections.
+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.
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