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Sales ContractTemplate

A sales contract is a legally binding agreement between a seller and buyer that establishes the terms and conditions for the international sale of goods.

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SALES CONTRACT

Contract No.
SC-2025-0023
Date
10 Jan 2025
Buyer Reference
PO-2025-0042
Delivery Date
15 Mar 2025
Seller
ABC Exports Inc.
1250 Commerce Blvd Los Angeles, CA 90017 United States
Buyer
Global Trading Co.
45 Queen Street Sydney, NSW 2000 Australia
Incoterms 2020
CIF Sydney
Terms of Payment
T/T 30% advance, 70% against B/L copy
PRODUCT CODEDESCRIPTIONQTYUNITPRICEAMOUNT
SS-CW-12Stainless Steel Cookware Set (12pc)200SET45.009000.00
NS-FP-28Non-stick Frying Pan 28cm500PCS12.506250.00
KU-SET-5Kitchen Utensil Set (5pc)400SET8.003200.00
Conditions
Subject to our standard terms and conditions. Goods remain property of seller until full payment received.
Summary
SubtotalUSD 18,450.00
Volume Discount (10%)-USD 1,825.00
TOTALUSD 16,625.00
Method of Dispatch
Sea Freight
Type of Shipment
FCL
Port of Loading
Los Angeles, USA
Port of Discharge
Sydney, Australia
Bank Details
First National Bank Account: 1234567890 SWIFT: FNBAUS33 Los Angeles, CA
Additional Information
Force majeure clause applies. Disputes subject to ICC arbitration.
Signatory Company
ABC Exports Inc.
Name of Authorized Signatory
John Smith
Signature
Sample document with realistic data

What is a Sales Contract used for?

An international sales contract is the foundational legal document governing trade relations between companies in different countries. It sets out the rights and obligations of both the exporter (seller) and importer (buyer), including remedies for breach of agreement. A well-drafted contract is essential for protecting both parties in cross-border transactions.

Unlike simpler documents like purchase orders or sales confirmations, a sales contract provides comprehensive legal protection with detailed clauses covering force majeure, dispute resolution, governing law, retention of title, and other critical provisions. It is particularly important for high-value transactions, long-term supply agreements, or deals with new trading partners.

The contract should be written clearly, preferably in English or with English as the controlling version. Most international sales contracts are influenced by the UN Convention on Contracts for the International Sale of Goods (CISG), which provides a framework for commercial transactions between parties from different countries that have ratified the convention.

Establishing legally binding terms for international sales
Defining rights and obligations of seller and buyer
Protecting against disputes with clear contractual clauses
Specifying payment terms, delivery dates, and Incoterms
Including force majeure and dispute resolution provisions
Providing legal recourse in case of breach
Documenting bank details for payment processing

How to create a Sales Contract

1

Enter seller and buyer details

Add complete company information for both parties including registered addresses and contact details.

2

Specify contract terms

Set the contract number, date, delivery date, and reference the buyer's purchase order if applicable.

3

Add product details and pricing

List all products with descriptions, quantities, unit prices, and the total contract value.

4

Define trade and payment terms

Specify Incoterms (FOB, CIF, etc.), payment conditions, and include bank details for payment.

5

Add conditions and sign

Include any special conditions, terms and conditions, then sign to formalize the contract.

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Your questions, answered.

A purchase order is a commercial document for a specific transaction, while a sales contract defines a broader legal framework with detailed terms and conditions. Sales contracts are used for higher-value or more complex transactions requiring comprehensive legal protection.
Yes, a signed sales contract is legally binding. Both parties must counter-sign, and the document can be referred to in court if disputes arise. The UN Convention on Contracts for the International Sale of Goods (CISG) governs many international sales contracts.
Essential clauses include: description of goods, contract price, delivery terms (Incoterms), payment conditions, inspection rights, retention of title, force majeure, governing law, and dispute resolution method (arbitration or litigation).
The UN Convention on Contracts for the International Sale of Goods (CISG) automatically applies to international sales contracts between parties from countries that have ratified it, unless the parties expressly exclude it. It provides default rules for contract formation and performance.
Yes, always include Incoterms (like FOB, CIF, DDP) to clearly define who is responsible for shipping costs, insurance, customs clearance, and at what point risk transfers from seller to buyer. Reference "Incoterms 2020" for the current version.
A force majeure clause should cover events beyond the parties' control such as natural disasters, war, government actions, shipping problems, and failure to obtain export licenses. It defines how the contract is affected if such events occur.
Parties can choose arbitration (often preferred for international trade) or litigation. Arbitration through bodies like the ICC International Court of Arbitration is common. The contract should specify the governing law and jurisdiction.
Common terms include: payment in advance, open account, documentary collection (D/P, D/A), and documentary credit (Letter of Credit). Many contracts use a split: 30% advance payment and 70% against shipping documents or L/C.
Yes, include bank name, account number, SWIFT code, and bank address. This facilitates payment processing and provides a verified record of where payments should be made.
A retention of title clause states that the seller retains ownership of the goods until the full purchase price is paid. It allows the seller to reclaim goods if payment is not made, providing additional security in the transaction.
Yes, you can create sales contracts for free on ovrseas. Our platform provides professional contract templates that can be customized and linked to your other trade documents.
The ICC (International Chamber of Commerce) Model Contract is a widely-used template providing clear and equitable standard terms for international sales. It is adapted for transactions governed by the CISG and serves as a reliable template for exporters.

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