A sales agreement that specifies exactly what you're buying, when it arrives, what condition it's in, what warranty applies, and what happens if it doesn't show up as described.
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What's happening here
Business equipment purchases — machinery, vehicles, technology infrastructure, production equipment — often involve significant sums and specific performance expectations. An invoice records payment; a sales agreement records the terms of the transaction.
You're purchasing equipment, machinery, technology hardware, or other business goods from another company. The purchase involves a negotiated price, specific delivery terms, expectations about condition, and some form of warranty or guarantee. A handshake or email exchange is not enough.
Under Article 2 of the Uniform Commercial Code (UCC), which governs most goods transactions in the US, specific terms apply by default unless your contract changes them. The UCC's default warranty, risk-of-loss rules, and acceptance procedures may not match what you actually negotiated. The written agreement is what controls.
Equipment that arrives in worse condition than represented, with no contractual basis for return or replacement. Delivery delays with no remedy. A warranty that was agreed to verbally but not documented, leaving you with no recourse when the equipment fails. Risk of loss during transit that the seller claims was your problem from the moment the item shipped.
The right agreement for this situation
The right document depends on what's being bought, the complexity of the transaction, and whether the purchase is one-time or recurring.
One-time purchase
A single purchase transaction. Defines the goods exactly (make, model, serial number, condition), purchase price, payment terms, delivery timeline and method, inspection period, risk-of-loss, warranty (express or as-is), and return or replacement rights for non-conforming goods.
Ongoing supply
A master agreement governing recurring purchases of goods. Establishes pricing, minimum order quantities, lead times, quality standards, inspection rights, rejection procedures for defective goods, and payment terms that apply to each purchase order issued under the agreement.
Used or as-is equipment
For used machinery, vehicles, or electronics. Explicitly disclaims implied warranties, documents the condition at sale, establishes the inspection period and buyer's acceptance on expiration, and clarifies that the sale is final once accepted. Protects the seller from post-sale warranty claims.
What BizDraft asks you
Specific description of the goods — make, model, year, serial number, condition (new, used, refurbished), quantity, and any included accessories or documentation. The description clause is the foundation of the agreement.
Purchase price, payment method, deposit (if applicable), and payment timing — upfront, upon delivery, or staged. For large purchases, a payment schedule tied to delivery milestones provides security for both sides.
Delivery date, delivery location, shipping method, and who bears the risk of loss during transit. Under UCC default rules, risk passes on shipment (FOB origin). If you want risk to pass only on delivery, it must be specified (FOB destination).
Is the equipment sold with an express warranty (seller guarantees specific performance for a defined period)? Or as-is (no warranties, buyer accepts current condition)? For new equipment, does the manufacturer's warranty apply? BizDraft drafts the warranty clause to match.
How long does the buyer have to inspect the equipment after delivery? What happens if the equipment doesn't conform to the description — return, replacement, or price adjustment? The inspection period is the buyer's practical protection window.
All US states have adopted Article 2 of the UCC for goods transactions, but with some variations. The governing state affects how implied warranty disclaimers work and the enforceability of limitation of liability clauses.
What to watch out for
"Industrial laser cutter, good condition" is not a sufficient description. Make, model, year, serial number, operating condition, included accessories, known defects — all of these belong in the goods description. Disputes about whether you received what you paid for start with a vague description.
If equipment is damaged during shipping and the agreement doesn't specify who bears the risk, the UCC default (FOB origin — risk passes to buyer when the seller delivers to the carrier) may leave you liable for damage that happened in transit. Specify FOB destination for large purchases.
For used or as-is equipment sales, the implied warranty of merchantability — that the goods are fit for their ordinary purpose — applies by default unless explicitly disclaimed in writing. "Sold as-is" must appear in the contract, not just be communicated verbally, to be an effective disclaimer.
Under the UCC, a buyer who accepts goods without rejection may lose the right to return them for defects. Define an explicit inspection period (typically 5–15 business days after delivery) and a clear rejection procedure — what notice is required, what happens next — to preserve your rights.
Example
What you tell BizDraft
"Buying a used commercial espresso machine from a restaurant supplier. 2022 La Marzocca Linea PB, 2-group, serial XXXXX, good working condition. $8,500. 50% deposit, 50% on delivery. Seller delivers to my location. 7-day inspection period. Seller provides 90-day parts warranty. Ohio."
What BizDraft generates
A goods sales agreement with full equipment description (make/model/serial/condition), $4,250 deposit + $4,250 delivery payment, FOB destination delivery terms, 7-day inspection period with rejection procedure, 90-day express parts warranty, implied warranty of merchantability preserved (seller-provided warranty), Ohio governing law.
Download options
Word and PDF. Edit the goods description, payment schedule, or warranty terms inline before downloading. A single document that covers the entire transaction.
Frequently asked questions
A purchase order is a buyer's document requesting goods on specific terms. A sales agreement is a bilateral contract. In many B2B transactions, the exchange of a PO and an acknowledgment creates a binding contract — but the "battle of the forms" (whose standard terms govern?) is a real UCC issue. A signed sales agreement resolves this ambiguity.
FOB (Free on Board) defines when risk of loss passes from seller to buyer. FOB Origin: risk passes when the seller delivers to the carrier — the buyer bears loss during shipping. FOB Destination: risk passes when the goods arrive at the buyer's location — the seller bears loss during shipping. Always specify which one applies.
Yes, in most cases. B2B transactions allow the seller to disclaim the implied warranty of merchantability and fitness for a particular purpose, provided the disclaimer is in writing and conspicuous. Consumer sales have additional protections. "As-is" must appear in the contract itself — verbal disclaimers are generally insufficient.
An invoice is a payment document, not a contract. If the seller only issues an invoice, review whether it contains any terms on the back or attachment — many do. For significant purchases, ask for a bill of sale or purchase confirmation that includes the key terms: description, condition, payment, and any warranty. Even a signed email exchange confirming key terms is better than a bare invoice.
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