Sales agreement template

Why goHeather asks about topics your draft does not mention

In most contracts, leaving something out means it is not covered. In a contract for goods that is not how it works. A well-developed body of commercial rules sits underneath these agreements and fills in the gaps — what is promised about the goods, when risk passes, what a buyer can do about a delivery that does not conform.

The practical consequence is that a short contract is not a light one. It is a contract where somebody else has written the missing parts. goHeather asks about those topics even when your draft says nothing about them, and tells you where the document is currently leaving a point to whatever the default would be.

That is not the same as saying the defaults are bad. Often they are perfectly reasonable and you would choose them anyway. The difference is choosing them rather than discovering them. What those defaults actually say for your deal is a question for a commercial attorney — goHeather flags the gap, not the answer.

What the document promises about the goods

goHeather asks what you want to promise, and separately what you want to say about the promises that would otherwise be implied. Those are two different questions and reused templates tend to conflate them.

It also looks at where else the promises might be coming from. A specification sheet attached to the contract, a performance figure in a brochure, a sample sent ahead of the order — these can all end up forming part of what was promised, and businesses are often surprised by that. goHeather asks what material has gone to the buyer and flags where the contract and the sales material say different things.

On disclaimers, it flags language that is neither prominent nor specific about what it excludes, and shows the form businesses commonly use instead — set apart, in capitals, naming what is being excluded. Whether a particular disclaimer achieves what you want is worth confirming with counsel, but a disclaimer nobody would notice is the easier problem to spot.

• What you are expressly promising about the goods
• What the document says about promises that would otherwise apply
• Whether brochures, samples or specifications have gone to the buyer
• How long any promise lasts, and what it covers

Who carries the loss if something happens on the way

Title and risk are separate ideas and they do not have to pass at the same moment. Risk is the one that decides who absorbs the cost if the goods are damaged or destroyed in transit, and goHeather builds it against a defined delivery event rather than against payment.

That last point catches people out. Tying risk to payment feels intuitive — it is ours until you have paid for it — but it leaves a gap where goods have shipped and payment has not cleared, and it usually contradicts the shipping terms written elsewhere in the same contract.

goHeather also asks about the shipping abbreviations themselves, because they get used as though they only decide who pays freight. They do more than that. It asks where the goods are collected or delivered, who arranges carriage, who insures them in transit, and then checks that the insurance sits with whoever is carrying the risk. For international shipments it asks which published set of trade terms you are using and which version.

Why goHeather suggests a signed agreement instead

The common pattern in goods transactions is that nobody signs a contract at all. The buyer sends a purchase order with its standard terms on the back, the seller returns an acknowledgement with its own, the two sets conflict, and the goods ship anyway.

Nobody involved usually knows which terms ended up governing. Each side assumes theirs did. When something goes wrong, the answer turns out to be neither in full, and the default rules fill the space where the two forms disagreed — so the seller who thought it had disclaimed warranties and the buyer who thought it had an indemnity may both be wrong.

goHeather flags this when it sees a relationship running on exchanged forms, and suggests the alternative: one signed agreement covering the commercial relationship, with purchase orders used only for quantities, prices and delivery dates underneath it. It takes one negotiation and removes the ambiguity for every order afterwards. For a relationship of any size, it is worth having a commercial attorney look at that agreement once rather than discovering the problem later.