Sign a sales contract online

What a sales contract does

A sales contract, or sale of goods agreement, records that a seller will transfer goods to a buyer for a price. It fixes what is being sold, how many, at what price, when and where it is delivered, when ownership and risk pass, and what happens if the goods are faulty.

For repeat trade, businesses often sign a master supply agreement once and then trade on purchase orders. A standalone sales contract suits one-off or high-value deals: a production run, a used machine, a fleet of vehicles.

Rules that apply to the sale of goods

In the US, Article 2 of the Uniform Commercial Code governs sales of goods, and section 2-201 says a contract for goods priced at $500 or more is generally not enforceable unless there is a writing signed by the party against whom it is enforced. The ESIGN Act expressly covers Article 2, so an electronic signature satisfies that requirement.

In the UK, the Sale of Goods Act 1979 governs business sales and implies terms about title, description and satisfactory quality; sales to consumers fall under the Consumer Rights Act 2015, which cannot be contracted out of. Cross-border sales between businesses in different countries may be governed by the UN Convention on Contracts for the International Sale of Goods unless the contract excludes it.

Sales of land and buildings are different: they usually need specific formalities, and in many countries a notary or registry. This is not legal advice; ask a lawyer for anything high-value or cross-border.

Clauses that matter

Most disputes over goods start with one of these.

• Description and specification of the goods, with quantities and tolerances.
• Price, currency, taxes and payment terms.
• Delivery: date, place and, for international deals, an Incoterms rule such as FCA or DAP with the year (Incoterms 2020).
• Passing of risk and of title, and any retention of title until payment.
• Inspection and acceptance period.
• Warranty, limitation of liability and remedies for defects.
• Governing law, and whether the CISG applies.

Who signs, and the battle of the forms

Both buyer and seller sign, each through someone authorised to commit their business. When each side sends its own standard terms, a 'battle of the forms' can follow, where it is unclear whose terms apply. A single signed sales contract avoids that by putting one set of terms in one document both sides have signed.

Order rarely matters, though a seller often signs last so the price is not committed until the buyer has accepted.

Mistakes to avoid

Using a services template to sell goods, which leaves risk, title and inspection unaddressed. Quoting prices 'ex works' without saying who arranges export clearance. Signing with an individual's name when the contracting party is a company, or the other way round.

How to send a sales contract in Sign PDF

Upload the contract. Sign PDF places the 'Seller' and 'Buyer' signature, name and title boxes from the signature block. Type 'buyer initials next to the price schedule' to add acknowledgement initials, or 'add a text box for the PO number'.

Both parties sign in the browser after confirming an email code. When complete, the PDF is sealed with a digital signature and an independent DigiCert timestamp, and the SHA-256 fingerprint of the original is printed on the certificate, so either side can later prove the terms were not altered. Sign PDF does not collect payment or raise invoices.