Sales Contract: Definition, Key Terms

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What Is a Sales Contract?

Sometimes called a sale of goods contract, a sales agreement, or a purchase agreement, a sales contract outlines the terms of a transaction between two parties: the buyer and the seller. These formal agreements are used to detail the services, goods, or property that is to be exchanged for payment or the promise of future payment. The result is a document that should be kept for legal and record-keeping purposes. In an effort to specify the conditions of the agreement, a sales contract identifies the:

When Should I Use a Sales Contract?

Whether it's a small-scale transaction or a large-scale purchase, a sales contract should be used to ensure that the transaction goes smoothly for both parties. Actually, in the United States, a sales contract generally must be put in writing if the sale of goods is for more than $500 in order for it to be enforceable under the Uniform Commercial Code, with some exceptions depending on the circumstances of the contract. Though the UCC isn't federal law, it serves as a model that every state has accepted and implemented in some form. Although each state has the ability to modify its implementation of the UCC or to interpret it differently, most of the UCC’s basic principles are shared by all states.

What Are the Benefits of Using a Sales Contract?

Unlike oral contracts, which are only enforceable under specific circumstances, sales contracts clearly outline the contractual obligations and rights as well as the economic consequences associated with an agreement. Put simply, this document helps guarantee that the transaction will proceed in a way that's acceptable to both parties based on the agreed-upon terms, allowing you to protect your interests. This is because a sales agreement supplies the legal protections available to the buyer and seller if one of the parties fails to deliver what they promised when they promised it.

Sales Agreement vs. Bill of Sale

Sales agreements and bills of sale have pretty similar purposes, but the major difference between them is the amount of detail provided. While the sales contract talks about payment plans, warranties, and legal ramifications, the bill of sale is simply a form that signifies the transfer of ownership from one party to another, although it can include other information about the transaction if the parties choose to do so. In fact, it is sometimes used as a component of a more comprehensive sales agreement to provide proof that the goods were indeed exchanged.