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Sales and Purchase Agreement Template

Updated November 6, 2025

A sales and purchase agreement is a written document that outlines the terms of a transaction between a buyer and a seller. It typically describes the goods or assets sold, payment structure, delivery arrangements, and related transaction details.

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What Is a Sales and Purchase Agreement?

A sales and purchase agreement (SPA) is a written document that describes the main terms of a transaction between a buyer and a seller. It outlines what is being sold or purchased, how payment occurs, and when ownership or delivery takes place. SPAs are commonly used for transactions involving goods, assets, or combined goods and services.

In some business arrangements, the overall transaction may be divided into two parts: one covering the sale of physical goods and another covering the related services. This approach separates how each part of the transaction is documented while keeping the process organized and transparent.

Sales Agreement vs. Bill of Sale: Key Differences

Although both documents relate to buying and selling, a sales agreement and a bill of sale serve different purposes.

  • Bill of Sale: Records the completed transfer of ownership once payment and delivery have been made. It functions as proof that the buyer now owns the goods.
  • Sales Agreement: Describes the transaction terms before completion, such as the price, delivery timing, and any product conditions or warranties. It serves as the written outline of what both sides have agreed upon before the exchange is finalized.

Common Elements Found in a Sales and Purchase Agreement

Sales and purchase agreements typically describe several core details of the transaction. While formats may vary, most versions reference:

  • Parties Involved: Names and contact information of the buyer and seller.
  • Location: The place where the seller or transaction is based.
  • Description of Goods or Services: A clear listing of the items or services being exchanged.
  • Price and Payment Terms: How the price is set and how payments will occur.
  • Delivery Details: The method, timeline, or responsibility for delivering the goods.
  • Liabilities and Warranties: General information about product condition and responsibilities of each party.
  • Signatures: The confirmation that both sides acknowledge the outlined terms.

These elements appear frequently in agreements used for a wide range of commercial transactions.

Sales Agreement vs. Purchase Agreement

The terms "sales agreement" and "purchase agreement" may be used interchangeably, though each reflects a slightly different viewpoint.

  • Sales Agreement: Focuses on the seller’s position, describing the terms under which they agree to sell goods or services.
  • Purchase Agreement: Reflects the buyer’s perspective, summarizing the terms they agree to when buying goods or services.

Both documents generally contain the same core information, such as item descriptions, payment structure, and delivery terms, but the title may differ depending on who initiates the transaction.

Sales and Purchase Agreements in Summary

A sales and purchase agreement is a written document that describes the main details of a transaction between a buyer and a seller. It typically lists what is being exchanged, the payment terms, and how delivery or transfer is expected to occur. These agreements are used to record transaction details in a structured and traceable format. Sales and purchase agreements are commonly used across industries such as retail, real estate, manufacturing, and professional services. They apply to transactions involving goods, assets, or defined services and provide a standardized way to document the exchange.

  • Sales and Purchase Agreement

    Jim Clark Co

  • Sales Agreement

    Jim Clark Co

    Agreement

    This Payment Plan Agreement ("Agreement") is made and entered into on  , by and between  (Legal Name) "Creditor", and  (Legal Name), "Debtor". The Creditor and the Debtor may collectively be referred to as the "Parties."

    Terms

    1. Description of Item Being Sold

    The Seller agrees to sell and the Buyer agrees to purchase the following item(s): 

     .


    2. Transfer of Ownership and Possession

    Ownership and possession of the item(s) shall be transferred from Seller to Buyer on:

    • Transfer Date: 
    • Delivery Location (if applicable): 
    • Any associated delivery charges shall be paid by:  Buyer  Seller  Split Equally


    3. Purchase Price: The total purchase price for the item(s) is $: .


    4. Payment Terms

    The Buyer agrees to pay the Seller according to the following schedule:

    • Deposit (if any): $ due on 
    • Remaining Balance: $ due on or before 


    Payment Method(s) Accepted: .


    5. Inclusions and Exclusions

    The following items are included with the sale:

    .


    The following items are excluded from the sale:

    .


    6. Contingencies

    This sale is contingent upon the following conditions (if any):

    .

    If the conditions are not met by , either party may terminate the contract in writing.


    7. Disclosures

    The Seller discloses the following known conditions or issues with the item: .

    The Buyer acknowledges receipt of all relevant information and agrees to purchase the item “as-is,” unless otherwise stated.


    8. Representations and Warranties

    • The Seller affirms that they have lawful ownership of the item and the legal right to sell it.
    • The Buyer affirms they have the financial means to complete this purchase.
    • The item is sold as-is, with no warranties implied or expressed.
    • The item includes the following warranty terms: .


    9. Amendments

    This Agreement may only be amended or modified by a written agreement signed by both Parties.


    10. Termination

    Either party may terminate this Agreement:

    • With written notice before 
    • If the other party fails to meet any material obligation under this Agreement
    • In accordance with any contingencies stated above


    In case of termination, all paid funds shall be:

     Fully refunded  Partially refunded  Non-refundable


    11. Dispute Resolution

    Any dispute arising from this Agreement shall be resolved by:

     Mediation  Arbitration  Litigation


    If mediation is selected, both parties agree to attempt resolution with a neutral third-party mediator in , sharing costs equally.


    If arbitration is selected, the dispute will be resolved by binding arbitration under the rules of  in . The arbitrator’s decision shall be final.


    If litigation is selected, the parties agree to submit to the jurisdiction of courts in .

    Unless otherwise decided by the mediator, arbitrator, or court, each party will bear its own legal fees.


    12. Entire Agreement

    This Agreement contains the entire understanding between the Parties and supersedes any prior agreements, whether oral or written.

    Participants
    Signatures
    • Click to sign
      John Doe
    • Click to sign
      Jim Clark
  • Just edit, sign & send
  • ESIGN Act
  • UETA Act
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