# Sales agreement A sales agreement is a contract in which a seller agrees to transfer goods to a buyer for a price, with the terms for delivery, payment, risk and warranties written down. ## What it is A sales agreement, or bill of sale for larger items, records a sale of goods: equipment, stock, vehicles, materials. For services, a [service agreement](/templates/service-agreement) fits better. For a quote that becomes a deal, many teams send a short order form that points to standard terms. In the US, sales of goods fall under Article 2 of the Uniform Commercial Code, and leases of goods under Article 2A. The federal ESIGN Act carves most of the UCC out of its scope, but keeps Articles 2 and 2A in. So a sale of goods can be signed electronically under ESIGN like any other contract. Other rules, such as those for certain vehicles or titles, can still apply. ## When it is used - A business sells equipment or a batch of goods to another business. - A private sale of a high-value item, where both sides want a record. - A distributor or wholesaler agrees an order with a retailer. - A [freight and logistics](/industries/freight-logistics) firm records the sale of trucks or trailers. ## What it usually contains | Section | What it covers | |---|---| | Parties | Seller and buyer, with addresses | | Description of goods | What is sold, quantity, model or serial numbers, condition | | Price | Total price, taxes, and any deposit | | Payment terms | When and how payment is due, and what happens if it is late | | Delivery | Where, when, and who arranges and pays for shipping | | Transfer of title and risk | When ownership and the risk of loss pass to the buyer | | Inspection and acceptance | How long the buyer has to check the goods and reject defects | | Warranties | What the seller promises about the goods, or a clear "as is" statement | | Limitation of liability | Caps on what either side can claim | | Governing law | Which state's law applies | | Signatures | Both parties, or their authorised officers | ## Things to get right - **Describe the goods exactly.** Serial numbers and condition stop most disputes before they start. - **Say when risk passes.** If goods are damaged in transit, this clause decides who carries the loss. - **Be careful with "as is".** Disclaiming warranties is possible in many cases, but the wording and placement matter. A lawyer can tell you what works where you sell. - **Check for title paperwork.** Vehicles, boats and some equipment have separate title rules that a sales agreement doesn't replace. This page describes a common document in general terms. It is not legal advice. Ask a lawyer to review your sales agreement before you use it. ## How to send it for signature with docuinked ### In the app Upload the agreement, add the buyer and your own signer, and place the fields. If the buyer must check the goods list, add initials next to it. Save the layout as a [template](/glossary/template) for repeat sales. ### By API A CRM or order system can send the agreement when a deal reaches "closed, pending signature". This example places fields by page coordinates instead of anchors, for a PDF without clear labels. ``` curl https://docuinked.com/v1/documents \ -H "Authorization: Bearer $DOCUINKED_API_KEY" \ -H "Idempotency-Key: deal-55710-sales-agreement" \ -H "Content-Type: application/json" \ -d '{"title": "Sales agreement, 2 forklifts", "pdf_url": "https://example.com/sales-agreement-55710.pdf", "signers": [{"name": "Taylor Brooks", "email": "taylor@example.com"}, {"name": "Drew Patel", "email": "drew@example.org"}], "fields": [{"signer": 1, "kind": "signature", "page": 2, "x": 0.1, "y": 0.78}, {"signer": 1, "kind": "date", "page": 2, "x": 0.1, "y": 0.84}, {"signer": 2, "kind": "signature", "page": 2, "x": 0.55, "y": 0.78}], "send": true}' ``` See [sales contracts](/use-cases/sales-contracts) for the full CRM flow, and [Clay](/integrations/clay) or [Zapier](/integrations/zapier) if your deals live there. Those work today over HTTP; native listings are coming. ### From an agent A sales assistant can prepare the agreement from the deal record over [MCP](/docs/mcp). On a live key, the send returns an `approval_url`. The rep or a manager checks the goods, price and buyer, then approves. The agent can't sign for either side, and there is no tool that would let it. See [approvals](/docs/approvals). ## Related - [Purchase order](/templates/purchase-order) - [Vendor agreement](/templates/vendor-agreement) - [ESIGN Act](/glossary/esign-act) - [Letter of intent](/templates/letter-of-intent), for larger deals that start with one ## Sources Checked 2026-11-07. - [ESIGN Act, 15 USC 7003](https://www.law.cornell.edu/uscode/text/15/7003): the UCC is excluded except sections 1-107 and 1-206 and Articles 2 and 2A. - [ESIGN Act, 15 USC 7001](https://www.law.cornell.edu/uscode/text/15/7001): a contract may not be denied effect solely because an electronic signature was used. ## Common questions ### Can a sale of goods be signed electronically in the US? Yes, in general. ESIGN keeps UCC Articles 2 and 2A within its scope, so sales and leases of goods are covered. Separate rules for things like vehicle titles can still apply. ### Is a sales agreement the same as an invoice? No. An invoice asks for payment for something already agreed. The sales agreement is the agreement itself, with terms on delivery, risk and warranties. ### Does the buyer have to sign, or only the seller? Both usually sign, so each side's promises are on record. Your lawyer can say whether one signature is enough for a given sale. ### Can I attach a list of goods as a separate file? Put it in the same PDF as an appendix. docuinked seals one PDF per document, so everything both sides agreed to stays in one sealed file.