Business Contract Sale of Goods

A Sale of Goods Contract is the foundational agreement for commercial transactions involving tangible products. Governed by the Uniform Commercial Code (UCC) in most U.S. states, this contract establishes the terms under which a seller transfers ownership of goods to a buyer in exchange for payment. It protects both parties and provides remedies if either side breaches.

This UCC-compliant template includes: detailed goods description with specifications, quantity and pricing, delivery terms (FOB, CIF, etc.), inspection and acceptance procedures, warranties (express and implied), title and risk of loss transfer, payment terms and security, remedies for breach, limitation of liability, and dispute resolution provisions.

The Incoterms section defines who pays for shipping, insurance, customs, and when risk transfers from seller to buyer. Common terms include FOB (Free on Board), CIF (Cost, Insurance, and Freight), and DDP (Delivered Duty Paid). The warranty section balances the UCC's default implied warranties with any disclaimers or limitations the parties negotiate.