Effective Date: {Effective Date}
Last updated: {Last Updated Date}
1. Parties and Acceptance
This Sales Agreement (the "Agreement") is a binding contract between {Company Name} ("we", "us", or "our", the "Seller") and the person or organization buying goods from us ("you" or the "Buyer"). It governs every order you place with us for products ("Goods") through {Website URL} or otherwise.
By placing an order, clicking "I Agree," signing this Agreement, or otherwise confirming a purchase, you accept this Agreement. If you are entering into it on behalf of a business, you confirm you are authorized to bind that business.
To buy from us you must be at least 18 years old, or the age of majority where you live if that is higher, and able to enter into a binding contract.
This Agreement applies to the exclusion of any other terms you seek to impose or incorporate, including any terms attached to a purchase order, and it prevails over any conflicting terms unless we agree otherwise in writing.
About this section
What's in this section
Names the Seller and the Buyer, states how the Buyer accepts the Agreement (placing or confirming an order, or signing), and that it prevails over the Buyer's own purchase-order terms.
Why this section is here
A sale contract forms only when offer and acceptance meet. Naming the parties and saying clearly that your Agreement governs, and beats the buyer's terms, decides the 'battle of the forms' that otherwise leaves it unclear whose conditions apply.
Common mistake
Relying on an agreement the buyer never saw before ordering. Present it at or before checkout or order confirmation, not on the back of an invoice sent afterwards.
2. Definitions
For the purposes of this Agreement:
- "Goods" means the products we agree to sell to you under an Order.
- "Order" means your request to buy Goods from us, submitted through our checkout, by email, or by purchase order.
- "Consumer" means an individual buying Goods wholly or mainly outside their trade, business, craft, or profession. (The consumer protections in this Agreement apply only to Consumers.)
- "Business" means any buyer that is not a Consumer.
- "Price" means the price for the Goods stated at the point of sale, exclusive of taxes and delivery unless stated otherwise.
- "Delivery" means the point at which the Goods are handed to you or to a carrier or other person you have nominated to receive them.
About this section
What's in this section
The shorthand the rest of the Agreement uses: Goods, Order, Buyer, Consumer, Business, Price, and Delivery.
Why this section is here
A sale turns on who the buyer is (a Consumer gets non-excludable protections; a business does not) and on what is being sold. Defining these once keeps the consumer carve-outs precise.
Common mistake
Leaving 'Consumer' undefined, so the consumer-only protections and exclusions cannot be applied cleanly.
3. Orders and Order Acceptance
Our display of Goods is an invitation to do business, not an offer. Your Order is an offer to buy the Goods on this Agreement.
A contract is formed only when we accept your Order, which we do when we send an order confirmation or dispatch the Goods, whichever happens first. Until then, we may decline or limit any Order, for example where the Goods are unavailable, where we identify an error in the price or description, or where we suspect fraud or a breach of this Agreement.
If the Goods or their price are listed incorrectly, we are not obliged to supply them at the wrong price and will tell you before accepting the Order. We may also cancel an accepted Order and refund you in full if it resulted from an obvious and unmistakable error that you could reasonably have recognized.
About this section
What's in this section
How an order is placed, when it becomes a binding contract (usually on your confirmation or dispatch), and your right to reject orders or correct pricing errors.
Why this section is here
Treating your product listing as an 'invitation to treat' rather than an offer lets you decline orders, fix obvious price mistakes, and confirm stock before you are bound.
Common mistake
Wording the site so the contract forms the instant a customer clicks 'buy,' leaving no room to reject fraud, errors, or out-of-stock orders.
4. Prices and Payment
The Price is the amount shown at the point of sale. Unless stated otherwise, prices exclude applicable taxes (such as sales tax or VAT) and delivery charges, which are added before you confirm the Order. Where you buy as a Consumer, we show the total price, including taxes and delivery, before you place the Order.
Payment is due as shown at checkout, or, for approved Business accounts, within {Payment Period}. We may take payment when you place the Order or when we dispatch the Goods, as stated at the point of sale.
If you are a Business and fail to pay on time, we may charge interest on the overdue amount at {Interest Rate}, suspend further deliveries, and recover the costs of collection, in each case to the extent permitted by law. You may not withhold or set off any amount without our written agreement, except as the law allows.
About this section
What's in this section
The price, taxes, payment methods and timing, late-payment interest, and your rights if payment fails. For business buyers it sets invoice terms.
Why this section is here
Clear price and payment terms are what make the charge enforceable and let you recover interest on late B2B payment. Consumer pricing must be shown inclusive of tax where the law requires.
Common mistake
Hiding taxes, delivery charges, or surcharges until late in checkout, which breaches consumer price-transparency rules and invites chargebacks.
5. Delivery
We will deliver the Goods to the address you give us, using the method shown at checkout, within {Delivery Period} or any other period we agree. Delivery times are estimates and are not guaranteed unless we state otherwise in writing.
We may deliver Goods in installments. If we are late or fail to deliver, you should contact us so we can resolve it; you may cancel the Order for Goods not yet delivered if the delay is substantial and we do not deliver within a further reasonable period after you ask us to.
International delivery. For cross-border sales, the delivery and carriage obligations stated on the Order are interpreted in line with Incoterms 2020. Unless the Order says otherwise, you are responsible for any import duties, customs charges, and taxes due in the destination country.
About this section
What's in this section
How and when Goods are delivered, what happens if delivery is delayed or fails, and partial deliveries. International sellers can add Incoterms.
Why this section is here
Delivery timing and the consequences of delay are a frequent dispute. Consumers must generally receive Goods within 30 days unless agreed otherwise, and can cancel for late delivery.
Common mistake
Promising delivery dates you cannot meet, or staying silent on delays so a missed date becomes a breach and a refund claim.
6. Passing of Title and Risk
Risk in the Goods (responsibility for loss or damage) and title to the Goods (ownership) pass as set out below.
United States. Unless we agree otherwise in writing, the sale is a shipment contract under UCC Article 2: risk of loss passes to you when we hand the Goods to the carrier, and title passes at the same time. You are responsible for the Goods once risk has passed, and we recommend you insure Goods in transit where you arrange or pay for carriage.
United Kingdom. Risk passes to you on Delivery. If you are a Consumer, risk passes only when the Goods come into the physical possession of you or a person you have nominated, in line with the Consumer Rights Act 2015. Title to the Goods passes to you when we have received payment in full, unless we have agreed otherwise.
European Union. Risk passes to you on Delivery. If you are a Consumer, risk passes only when you, or a carrier you appointed that we did not offer, take physical possession of the Goods, in line with the Consumer Rights Directive (2011/83/EU). Title passes to you when we have received payment in full, unless we have agreed otherwise.
Retention of title (business buyers). Until we have received payment in full for the Goods, the Goods remain our property, you hold them as our bailee, you must store them so they are identifiable as ours, and you must not pledge or charge them. We may, on reasonable notice, enter premises where the Goods are held to inspect or repossess them if your payment is overdue.
About this section
What's in this section
When responsibility for the Goods (risk) and ownership (title) pass from you to the buyer. The rule differs by territory and for consumers.
Why this section is here
Risk decides who bears loss or damage in transit; title decides who owns the Goods if the buyer fails to pay. For consumers in the UK and EU, risk only passes on physical delivery, which you cannot contract around.
Common mistake
Passing risk to a consumer at dispatch. For UK and EU consumers risk passes on delivery, so a parcel lost in transit is your problem, not theirs.
7. Cancellation, Returns, and Refunds
This section sets out when an Order can be cancelled and how refunds are handled. It does not limit any statutory right you have, and detailed return instructions are set out in our return and refund policy.
United States. Once we have accepted your Order, you may cancel or return Goods only as set out in our return and refund policy and as required by law. We are not generally required to accept returns of non-defective Goods. Certain sales, such as some door-to-door or off-premises purchases under the FTC Cooling-Off Rule and equivalent state laws, carry a statutory cancellation right, which this Agreement does not affect.
United Kingdom. If you are a Consumer who buys at a distance (for example online, by phone, or by mail order), you may cancel within 14 days of receiving the Goods, for any reason, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. We will refund you, including standard delivery, within 14 days of getting the Goods back or proof that you have sent them. Some Goods are exempt, including made-to-order items, perishable goods, and sealed items unsealed after delivery. This cancellation right is separate from your right to reject faulty Goods.
European Union. If you are a Consumer who buys at a distance or off-premises, you may withdraw within 14 days of receiving the Goods, without giving a reason, under the Consumer Rights Directive (2011/83/EU). We will reimburse all payments received, including standard delivery, within 14 days of being told, and may withhold the refund until we receive the Goods or proof you have sent them. Certain Goods are exempt, including customized or perishable items and sealed goods unsealed after delivery. This is separate from your conformity rights for faulty Goods.
About this section
What's in this section
When an order can be cancelled and how refunds work, including the statutory cancellation rights consumers have in some territories.
Why this section is here
Consumers buying online in the UK and EU have a 14-day right to cancel for any reason, with limited exceptions. The US has no general equivalent. Getting this wrong is a common compliance failure.
Common mistake
Applying a US-style 'all sales final' policy to UK or EU consumers, whose statutory cancellation right cannot be excluded.
UK consumer rights →8. Conformity, Warranties, and Defects
We will supply Goods that match the description and any sample shown at the point of sale. The specific quality promises, and what you can do if the Goods are faulty, depend on your territory and on whether you buy as a Consumer or a Business.
United States. Except for any express warranty we provide in writing, and to the fullest extent permitted by law, the Goods are sold "as is," and we disclaim all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose under UCC Sections 2-314 and 2-315. Where an implied warranty cannot be disclaimed, it is limited in duration to the shortest period the law allows. Some states do not allow these exclusions, so they may not apply to you. (To disclaim implied warranties under UCC Section 2-316 the disclaimer must be conspicuous; many sellers set this section in bold or capitals and name "merchantability" expressly, as done here.)
United Kingdom. If you are a Consumer, the Goods must be of satisfactory quality, fit for any particular purpose you made known to us, and as described, under the Consumer Rights Act 2015. You have a 30-day right to reject faulty Goods for a refund, and rights to repair, replacement, or a price reduction after that. Nothing in this Agreement excludes or limits those rights. If you are a Business, we warrant that the Goods will conform to their description and be free from material defects for {Warranty Period} from Delivery, and, to the fullest extent permitted by law, we exclude the terms implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.
European Union. If you are a Consumer, you benefit from a legal guarantee of conformity of at least two years under the Sale of Goods Directive (EU) 2019/771 and the national law implementing it. The Goods must conform to the contract, and if they do not, you are entitled to have them brought into conformity by repair or replacement, to a proportionate price reduction, or to terminate the contract. Nothing in this Agreement excludes or limits those rights. If you are a Business, we warrant that the Goods will conform to their description for {Warranty Period} from Delivery and exclude all other implied terms to the fullest extent the law allows.
To make a claim about faulty Goods, contact us at {Email Address} with your order details and a description of the problem.
About this section
What's in this section
The quality promises you make about the Goods and what the buyer can do if they are faulty. The wording changes sharply by territory.
Why this section is here
US law lets you disclaim implied warranties if you do it conspicuously. The UK Consumer Rights Act 2015 and the EU Sale of Goods Directive (2019/771) give consumers non-excludable conformity rights and remedies.
Common mistake
Disclaiming all warranties against UK or EU consumers, where satisfactory-quality and conformity rights cannot be excluded.
US sale-of-goods warranties →9. Limitation of Liability
United States. To the fullest extent permitted by law: (a) we are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, however caused; and (b) our total liability for any Order will not exceed the Price paid for the Goods giving rise to the claim. These limitations apply even if a remedy fails of its essential purpose. Some states do not allow these limitations, so they may not apply to you.
United Kingdom. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud, or for any liability that cannot lawfully be limited or excluded, including under the Consumer Rights Act 2015. Subject to that: if you are a Consumer, we are liable for loss or damage that is a foreseeable result of our breach, and not for business losses; if you are a Business, we exclude all indirect and consequential loss and our total liability for any Order is limited to the Price paid for the Goods, subject to the Unfair Contract Terms Act 1977.
European Union. Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence, for intent or gross negligence, for fraud, or under mandatory law, including the Product Liability Directive. Subject to that, and to the fullest extent permitted by law, we are not liable for indirect or consequential loss or loss of profits, and our liability for any other loss is limited to damage that was reasonably foreseeable when the contract was formed. Your mandatory rights as a Consumer are not affected.
About this section
What's in this section
The cap on what you owe if something goes wrong, and the losses you exclude. Calibrate the cap to the order value.
Why this section is here
Every territory forbids excluding liability for death or personal injury caused by negligence and for fraud; the UK and EU also protect a consumer's foreseeable losses and bar unfair exclusions.
Common mistake
A single blanket exclusion. Courts strike down over-broad caps, often voiding the whole clause and leaving you fully exposed.
10. Force Majeure
We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, failures of utilities or carriers, and shortages of materials. We will tell you if such an event occurs and will use reasonable efforts to limit the delay. If the event continues for more than 30 days, either party may cancel the affected Order, and we will refund any amount you paid for Goods not delivered.
Export controls and sanctions. The Goods and any related technology may be subject to export-control and sanctions laws, including those of the United States, the European Union, and the United Kingdom. You agree not to order, use, or re-export the Goods in breach of those laws, and you confirm you are not located in an embargoed territory or on a restricted-party list.
About this section
What's in this section
Excuses delay or non-performance caused by events beyond your reasonable control, and sets a point at which either party can cancel.
Why this section is here
Supply chains fail. A force-majeure clause prevents an unavoidable disruption (strikes, shortages, disasters) from becoming a breach of contract and a damages claim.
Common mistake
Drafting it so one-sided that it excuses only the seller; for consumers a wholly one-sided clause can be an unfair term.
11. Privacy
We collect and use personal information, such as your name, contact, delivery, and payment details, to process your Orders, deliver the Goods, and run our business. How we collect, use, and share that information is described in our Privacy Policy, which forms part of this Agreement and is governed by the data-protection law that applies to you.
About this section
What's in this section
Points to your Privacy Policy for how buyer and payment data is handled, and makes it part of the contract.
Why this section is here
You collect personal and payment data to fulfil orders, so the agreement should reference a real, compliant Privacy Policy. Buyers and regulators expect a clear privacy notice tied to the seller.
Common mistake
Omitting the privacy reference, or pointing to a policy that does not actually describe how you handle order and payment data.
12. Electronic Communications
By placing an Order or accepting this Agreement, you agree that we may communicate with you electronically, including by email, through our website, or at checkout, and that electronic records and acceptances satisfy any legal requirement that a communication be in writing or signed, to the fullest extent permitted by applicable law. You may withdraw consent to non-essential marketing communications at any time, but we may continue to send communications necessary to administer your Orders.
About this section
What's in this section
Records the buyer's consent to transact and receive notices electronically, and that an electronic acceptance counts as a signature.
Why this section is here
It reinforces that clickwrap acceptance and electronic notices are valid under the ESIGN Act, UETA, and eIDAS, which is central to enforcing an online sales agreement.
Common mistake
Relying on clickwrap while staying silent on electronic consent, which weakens the argument that the buyer agreed to contract and be notified online.
13. Governing Law and Disputes
Informal resolution. Before bringing a formal claim, you agree to contact us at {Email Address} and give us a reasonable opportunity to resolve the matter.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Governing law and courts. This Agreement is governed by the laws of {Governing Law}, without regard to conflict-of-laws rules, and you and we submit to the exclusive jurisdiction of {Jurisdiction}.
Governing law and courts. This Agreement is governed by the law of {Governing Law}, and you and we submit to the exclusive jurisdiction of {Jurisdiction}. If you are a Consumer, you also benefit from any mandatory consumer-protection provisions of the part of the UK where you live, and you may bring proceedings in your local courts.
Governing law and courts. This Agreement is governed by the laws of {Governing Law}. If you are a Consumer, this choice does not deprive you of the protection of the mandatory law of the EU member state where you live, and you may bring proceedings in the courts of that member state. The European Commission's Online Dispute Resolution platform is available at https://ec.europa.eu/consumers/odr.
About this section
What's in this section
Which law applies, where disputes are heard, and an informal-resolution step. For international B2B sales it also excludes the UN sales convention.
Why this section is here
Choice of law and forum control how a dispute runs. For consumers, the UK and EU guarantee the law and courts of the buyer's home country regardless of your choice.
Common mistake
Forcing a distant forum on consumers, which is unenforceable, or forgetting to exclude the UN CISG on cross-border B2B sales.
14. Changes to This Agreement
We may update this Agreement from time to time. The version that applies to an Order is the one in force when you place that Order, so a change does not affect Orders we have already accepted. We will post the current version at checkout and update the "Last updated" date when we change it.
Consumers (UK). If you are a Consumer, we will change this Agreement only for a valid reason, such as a change in the law or in our costs, and any change applies only to future Orders. Your statutory rights are not affected.
Consumers (EU). If you are a Consumer, we will change this Agreement only for a valid reason, and any change applies only to future Orders. Your mandatory rights under the law of the member state where you live are not affected.
About this section
What's in this section
That the version of the Agreement in force when you order governs that order, and how you update it for future orders.
Why this section is here
Unlike an ongoing subscription, each sale is a discrete contract, so changes should apply only to future orders. For consumers, unilateral changes are constrained by unfair-terms rules.
Common mistake
Trying to apply a new version retroactively to orders already placed and accepted.
15. General
Entire agreement. This Agreement, together with the Order and any documents we expressly incorporate, is the entire agreement between you and us for the sale of the Goods and supersedes any prior discussions.
Severability. If any provision is held unenforceable, the rest remain in force and the provision will apply to the maximum extent permitted by law.
No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
Assignment. You may not assign your rights under this Agreement without our written consent. We may assign or subcontract our obligations, provided this does not reduce your rights.
Notices. We may give notices by email, through our website, or in writing to the address on your Order. You may send us notices at {Email Address} or {Mailing Address}.
Third-party rights. No one other than you and us has any right to enforce this Agreement.
About this section
What's in this section
Boilerplate: entire agreement, severability, assignment, notices, third-party rights, and no waiver.
Why this section is here
These clauses keep the contract coherent and survivable if one provision fails, and stop informal leniency from waiving your rights.
Common mistake
Dropping severability, so one unenforceable clause can take the rest of the Agreement down with it.
16. Contact Us
If you have any questions about this Agreement or an Order, contact us at:
{Company Name}
{Mailing Address}
Email: {Email Address}
Signature blocks. (For negotiated business supply arrangements accepted by signature rather than clickwrap.)
{Company Name}
Signature: ______________________
Name: ______________________
Title: ______________________
Date: ______________________
Buyer
Signature: ______________________
Name: ______________________
Title: ______________________
Date: ______________________
About this section
What's in this section
Your trading name and contact details, where orders, questions, and formal notices are sent.
Why this section is here
Distance-selling and consumer rules require a clear, monitored contact point, and it is where cancellation notices and legal notices must be delivered.
Common mistake
Listing only a no-reply address, which can invalidate notices and breach consumer-information duties.