Using a Sale of Goods Agreement
You’re a contractor (or maybe you do medical transcription from home, or perhaps you’re a landscaper). You do good work, you’re reliable and your prices are right. You need a simple and easy way to invoice your clients and get paid faster so that you can focus on your work.
Shipping off a load of hand-embroidered purses to a fancy boutique? Stocking up on better mousetraps? Then you should use a Sale of Goods agreement.
While many oral agreements are enforceable (at least in theory) several kinds of contract are invalid unless they are in writing—among them the sale of goods for more than $500, agreements for buying land, and contracts that can’t be performed within a year. Signing a formal contract also makes it clear to both parties that they are about to enter into an agreement that is binding and enforceable.
Article Two of the Uniform Commercial Code governs the Sale of Goods, protecting the naïve against the unscrupulous by filling in any missing provisions in such agreements as may be drawn up by two parties. State laws may also override any individual clause.
Using FastDue’s Free Sale of Goods Agreement
Simply click on each clause to customize it to fit your needs, or delete by clicking the x button on the right. Like all of FastDue’s free legal documents, our Sale of Goods Agreement is intuitive and simple to use, as well as free.
  • Upload your own logo for a professional custom look, use our default logo, or delete the logo field entirely by clicking the X.
  • Fill in address fields and click on BCC to copy to several recipients if necessary.
  • Description of goods: Be specific—“45 6x9 Thai silk purses hand-embroidered with leaf motif in varying colors”.
  • Price: Include any applicable payment terms such as deposits, partial payments, installment payments, final payments, late fees, and recourse for non-payment.
  • Delivery: Where and when are the goods to be delivered? Be precise. You don’t want your agreement to be invalidated because the buyer claims those purses were supposed to be delivered to his store, not his warehouse; or because your delivery was too late for his big sale—that you didn’t know about.
  • Risk of Loss: This usually stays with the purchaser unless otherwise stipulated, right up until the moment when the transfer of ownership takes place. Maintain good business insurance against loss of goods.
  • Inspection and purchase: If you’re selling multiple items, the purchaser may need a pre-determined time to unpack and inspect the goods before finalizing the deal; or you may require any problems to be noted and resolved on the spot on a caveat emptor (buyer beware) basis.
  • Warranties: This is where the seller confirms that he actually owns the goods, free and clear, and may legally sell them.
  • Electronic signature: See Note about Electronic Signatures below.
  • Other provisions: This is the deal. You won’t modify the agreement without the other party knowing, and you’ll do whatever’s necessary to complete the sale.
  • Add terms: Click to add in as many terms, such as an “As Is” clause, as necessary.
  • If negotiation is necessary, use the Comments box to message back and forth.
  • Sign, date (essential) and send. Wasn’t that easy?
Caution:
Legal requirements may vary greatly from state to state. To ensure that your agreement is valid, please check your state’s law and modify FastDue’s free agreements accordingly. If in doubt, always consult an attorney.
A Note About Electronic Signatures
The Electronic Signatures in Global and National Commerce Act, or E-SIGN, was signed into law in 2000 and provides a consistent legal basis for the validity of electronic signatures in all states, including those such as Georgia and Illinois that had not already enacted UETA, or the Uniform Electronic Transactions Act.
An electronic signature can be as simple as typing your name into the signature space and preserving the accompanying electronic paper trail. More complex (and therefore more secure) forms include iris or fingerprint scans and encrypted digital signatures that use Public Key Infrastructure (PKI) such as VeriSign.
Electronic signatures are valid for a wide range of applications; they are not, however, valid for wills, court orders and other court documents. It is always smart to keep a back-up paper copy.
If you have any concerns at all about using an electronic signature, simply use FastDue’s free interactive template and messaging system to thrash out the details of an agreement; then print out the final result and sign it in the traditional fashion. Consult your lawyer for further information.

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