Sales & Purchase Agreement (SPA)

A contract for the sale of goods between two businesses: a goods table with calculated totals, delivery terms (with Incoterms for a cross-border sale), payment, retention of title, inspection, warranty and the governing law.

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Sales & Purchase Agreement (SPA): infographic with a sketch of the document, when to use it, common mistakes and the country versions.
14 clauses, 1 table, 2 parties, 2 signatures.

Country versions

  • International
  • United States *
  • United Kingdom *
  • Korea *
  • Japan *
  • Germany *

* check with local advice

A template, not advice.

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What it is

A sales and purchase agreement for goods records what is being sold, at what price, how and when it is delivered, how it is paid for, and what happens if the goods are not as promised. It is used between businesses: a manufacturer selling to a retailer, a wholesaler supplying a restaurant group, an exporter shipping to a distributor.

The template starts with a goods table. Enter quantity and unit price for each line; the line amounts, subtotal, tax and total are worked out for you, and the advance and balance too if you pay in two steps. For delivery you can choose delivery to the buyer’s place, collection by the buyer, or an Incoterms 2020 rule for a sale across borders, together with a choice on the UN sales convention (CISG). Further clauses cover risk, retention of title, inspection, warranty, an optional cap on the seller’s liability, force majeure, breach, and courts or arbitration. Sales to consumers are governed by consumer law and are not what this form is for.

When to use it
  • You sell or buy goods in quantity and want price, delivery and payment on one document.
  • A new customer or supplier asks for a written contract before the first large order.
  • You ship across a border and need an Incoterms rule and a position on the UN sales convention.
  • You want retention of title or a warranty period to be agreed rather than assumed.
How to fill it in
  1. Fill in seller and buyer; your saved company details go into the seller block.
  2. Choose the currency and list the goods with quantity, unit and unit price. Add packing or freight as its own line if you charge for it.
  3. Enter the tax rate that applies, or 0, and check the calculated total.
  4. Choose the delivery method and date; for a cross-border sale pick the Incoterms rule and the named place.
  5. Choose how the price is paid and add the bank account details if you want them in the contract.
  6. Set inspection and warranty periods, tick retention of title or a liability cap if wanted, and choose courts or arbitration.
Common mistakes
  • Describing the goods so loosely that nobody can tell later whether a delivery matched.
  • Choosing an Incoterms rule without naming the place, or one that does not suit the transport you actually use.
  • Forgetting that the UN sales convention can apply automatically in a cross-border sale and so saying nothing about it.
  • Setting an inspection period shorter than the buyer can realistically meet.
  • Using the form for a sale to a consumer, where mandatory consumer rules override the contract.
Steps at a glance
  1. Fill in
  2. Check the preview
  3. Save as PDF, Word or Excel
Country versions

Pick the country you need. Each version uses the wording and layout commonly found there; a version marked “check with local advice” should be read by someone who knows the local rules before it is used.

  • International (XX): Written in English, Korean, Japanese, German
  • United States (US): Written in English – check with local advice
  • United Kingdom (GB): Written in English – check with local advice
  • Korea (KR): Written in Korean, English – check with local advice
  • Japan (JP): Written in Japanese, English – check with local advice
  • Germany (DE): Written in German, English – check with local advice

Designs

The same form in several designs. The fields and the wording stay the same; only the look changes.

  • Formal
  • Executive
  • Classic
  • Plain (black and white)
  • Minimal
  • Ledger
  • Modern
  • Compact
  • Side band
  • Warm
  • Boxed form
  • Banner

Your details fill it in

Fields that ask for your name, address or company details are filled from My details, so you do not type them again; you can still change any field for one form. Signed in, your details stay in your account; otherwise they stay in this browser only. A passport, identity or social security number is never saved.

Questions

What are Incoterms and do I need them?
Incoterms are standard trade terms from the International Chamber of Commerce. They say who arranges and pays for transport and insurance and when risk passes from seller to buyer. They are useful for sales across borders. For a sale within one country, choose delivery to the buyer’s place or collection by the buyer instead.
Should I exclude the UN sales convention (CISG)?
If seller and buyer have their places of business in different countries that have joined the convention, it applies to a sale of goods unless the parties exclude it. Many businesses exclude it because they know their own law better. Others keep it for a neutral set of rules. Either is a legitimate choice; the form lets you decide on purpose, and an adviser can help.
What does retention of title do?
The seller stays the owner of the goods until the buyer has paid in full, even though the buyer already has them. It helps the seller if the buyer cannot pay. How far it works depends on the country and on how it is drafted, so check the country notes and ask an adviser for larger orders.
Can I sign it electronically?
In many countries a sales contract can be signed electronically, but rules differ and some contracts need a particular form. QuoteBill also offers e-signing for contracts; check what your country and the other side accept.
Is this template legal advice?
No. It is a general template in plain language. Whether it fits your sale depends on the law that applies, so have a qualified adviser review it before a significant order.
Is this form legal, tax or accounting advice?
No. It is a template: it gives you the usual structure and wording, not advice. Rules differ by country and case, so have someone qualified read anything that matters before you sign, send or file it.
Which countries and designs does it come in?
It comes in 6 country versions: International, United States, United Kingdom, Korea, Japan, and Germany. 12 designs.

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A form is a template, not legal, tax or accounting advice. Rules differ by country and case.