Sales Contract Template

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 — and 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

Inspection rights, warranty periods, force majeure, penalties for late delivery, and what happens to the deposit if the buyer walks away — none of these fit on an invoice, and 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.

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.