B2B Sales Contract Agreement
Between [Your Company] and [Client Company]
Seller: [sender.company]
Buyer: [custom.clientCompany]
Date: [custom.effectiveDate]
Sales
B2B Sales Contract Agreement Template
Close enterprise deals on clean paper with a B2B sales contract template that sets out terms, pricing, and obligations in one clear, branded document buyers can read and sign.
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This contract explains the terms on which the Buyer buys products from the Seller. Please read it carefully before you sign.
Agreement
This Sales Contract (this “Agreement” or “Sales Contract”), effective as of [custom.effectiveDate], is entered into by and between [sender.company], with its address at [sender.address] (the “Seller”), and [custom.clientCompany], with its registered address at [custom.clientStreetAddress], [custom.clientCity], [custom.clientState] [custom.clientPostalCode] (the “Buyer”).
WHEREAS, the Seller sells the products listed in each Order, and the Buyer wishes to purchase those products from the Seller; and WHEREAS, the parties intend that each Order will be governed by this Agreement unless they agree otherwise in writing. NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained in this Agreement, the parties agree as follows.
1. Applicability
Every order you place is covered by this contract, unless we both agree otherwise in writing.
The Buyer may place orders with the Seller for the Seller's products (each an "Order"). Each Order is governed by this Agreement. Spoken promises are not part of this Agreement. If the Buyer's own order form contains different or additional terms, those terms do not apply unless both parties agree to them in writing. The Seller may decline an Order within a reasonable time after receiving it, and will tell the Buyer promptly if it does.
2. Delivery
We will tell you the delivery date when you place an Order. Shipping costs are shown on your invoice.
The Seller will deliver the products by the date stated in the Order or the Seller's confirmation, whichever is later. Transportation charges are paid in advance by the Seller and the Buyer will reimburse the Seller on receipt of an invoice for them. The Seller may deliver early or in separate shipments if this does not cause the Buyer any significant inconvenience.
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3. Inspection
You have 15 days after delivery to check the products and tell us about any problem.
The Buyer will inspect the products promptly after delivery. If the products do not match the agreed description or specifications, the Buyer will tell the Seller in writing and give the Seller a reasonable chance to correct the problem.
If the Seller does not receive notice of a problem within fifteen (15) days after delivery, the products are considered accepted. If both parties agree, the Buyer may inspect the products at the Seller's premises, with reasonable notice, at reasonable times and without disrupting the Seller's work. This does not include the right to enter private or restricted areas of the Seller's business.
4. Changes
We may improve a product from time to time. This will not affect products already delivered.
The Seller may make improvements or changes to its products from time to time. Such changes do not apply to products already delivered. If a change would materially affect the agreed description or specifications of a product ordered, the Seller will first tell the Buyer and get the Buyer's agreement.
5. Prices and Payments
| Product | Description | Quantity | Unit price | Line total |
| Sample Item 1 | Illustrative sample only | 1 | $250.00 | $250.00 |
| SubTotal: | $250.00 | |||
| Total: | $250.00 | |||
Prices and payments are in the currency shown on the Seller's invoice. Unless the Order says otherwise, invoices are payable within 14 days of the invoice date. The Seller may correct an obvious pricing error before accepting an Order.
Prices are shown before any applicable taxes. The table below shows exactly what you are paying for.
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6. Setoff
Each side pays what it owes when it is due, without subtracting amounts from other deals.
Each party will pay amounts owed under an Order when due. Neither party may deduct from those amounts any sums it claims under other transactions with the other party, its affiliates or its subsidiaries, unless both parties agree in writing.
7. Warranty
We promise that our products match their description and are free from defects for 12 months after shipment. This section explains how to make a claim.
In this section, "Nonconformance" means that a product does not match its agreed description or specifications, or has a defect in workmanship or materials. Normal wear and tear, and regular maintenance, are not a Nonconformance.
The Seller promises that, at delivery, its products will match their agreed description and specifications and will be free from defects in workmanship and materials. This warranty applies to the Buyer and its successors for twelve (12) months after the Seller ships the products. A repaired or replacement product is covered for the rest of the original warranty period, or for six (6) months after it ships, whichever is longer.
To make a claim, the Buyer must tell the Seller in writing about the Nonconformance within the warranty period. The Buyer must then return the product to the Seller within thirty (30) days after finding the problem, after getting the Seller's written approval for the return. If the Seller cannot confirm the problem, the Buyer will pay the Seller's reasonable costs of checking the product.
The warranty does not apply if the product has been:
- Handled, installed, stored or used in a way that does not follow the Seller's instructions.
- Changed or repaired by anyone not approved by the Seller.
- Damaged by accident, misuse or neglect after delivery.
- Damaged by a product that was not supplied by the Seller.
This warranty is the only warranty the Seller gives for its products. To the fullest extent the law allows, the Seller does not give any other warranties, whether spoken or written, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. No change to this warranty is valid unless it is in writing and signed by the Seller.
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8. Limitation of Liability
Our liability for a claim is limited to the price of the product involved. This does not limit anything the law does not allow us to limit.
The Seller's total liability for any claim connected with an Order or a product, including its manufacture, sale, delivery, resale, repair or use, will not exceed the price of the product that gave rise to the claim. Neither party will be liable to the other for special, indirect or consequential damages. Nothing in this Agreement limits any liability that cannot be limited by law. This Agreement benefits only the parties to it and not anyone else.
9. Delays Beyond Our Control
If something outside either party's control delays the sale, the delayed party is not in breach. If the delay is very long, either party may end the Order.
A party will not be in breach of this Agreement for a delay in delivery or performance caused by events beyond its reasonable control and not caused by its own fault. These include government actions, embargoes, fire, flood, severe weather, natural disasters, epidemics, strikes, riots, war, material shortages and delays by third parties. The affected party will tell the other party promptly and do what it reasonably can to reduce the delay.
If such a delay lasts for six months, either party may end the Order without penalty and without being treated as in breach.
10. Cancellation
The Buyer can cancel if the Seller cannot deliver, and the Seller can cancel if the Buyer cannot pay.
A party may cancel any part of an Order affected by the other party's breach if the breach is not corrected within a reasonable time after written notice. A party may also cancel if the other party becomes insolvent, suspends its operations or is subject to bankruptcy or similar proceedings.
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11. Disputes
We will try to settle any disagreement together first, before involving a court.
The parties will first try in good faith to resolve any dispute through discussion. If they cannot, and unless they agree otherwise in writing, either party may bring the dispute before a court of competent jurisdiction in the place where the Seller is located.
12. Governing Law
The laws of the Seller's location apply to this contract.
This Agreement is governed by the laws of the place where the Seller's facility that accepts the Order is located, without regard to its conflict of laws rules. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
13. Compliance With Export and Trade Laws
If you ship our products to another country, you are responsible for the permits and licenses that this requires.
Each party will comply with the export, import and trade laws that apply to it. Unless otherwise agreed, the Buyer is responsible for any export, re-export or import licenses needed for products it exports, re-exports or imports after delivery. The Seller is not liable for any failure to deliver caused by a government refusal, cancellation or change of a required license or by a change in these laws after the date of the Order.
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14. Confidentiality
Each party agrees to keep the other's private business information private.
Each party will keep confidential any non-public information it receives from the other party in connection with this Agreement, and will use it only to perform this Agreement. Neither party will share this information with a third party, or use it to make or buy products from another source, without the other party's written permission. This duty continues for three years after this Agreement ends.
15. Intellectual Property
If someone claims that our product infringes their rights, we will help protect you, as long as you use the product as intended.
The Seller will defend the Buyer against a claim by a third party that a product supplied by the Seller, used as intended, infringes that party's patent, copyright or trademark. The Seller will pay any final judgment against the Buyer and the Buyer's reasonable defense costs, if the Buyer tells the Seller promptly about the claim and lets the Seller control the defense and any settlement. The Seller may instead obtain the right for the Buyer to keep using the product, replace or modify the product so that it does not infringe, or refund the price paid less reasonable depreciation.
The Seller is not responsible for a claim that arises from the Buyer's own designs or instructions, from combining the product with items the Seller did not supply, or from using the product in a way the Seller did not intend. The Buyer will protect the Seller in the same way in those cases. This section is the Seller's only responsibility for intellectual property claims.
16. Materials and Data
The Seller keeps ownership of its own tools and materials. You own the products you buy.
Unless the parties agree otherwise in writing, all tools, equipment, materials, software, data and processes used by the Seller to make the products remain the Seller's property. The Seller also keeps all rights in its drawings, instructions, specifications and other written information provided with the products. The Buyer owns the products once it has paid for them in full.
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17. Taxes
Prices do not include taxes. Any taxes that apply are added on top and paid by the Buyer.
The prices in this Agreement do not include taxes or duties, such as sales tax, value-added tax or import duties, that apply to the sale or delivery of the products. The Buyer will pay any such taxes or duties that are due. If a tax or duty is later found to apply, the Seller may invoice the Buyer for the additional amount. This section continues to apply after the Order is completed.
18. Assignment
Neither party may pass this contract to someone else without the other's written agreement.
Neither party may transfer this Agreement or any Order, or any part of them, to a third party without the other party's prior written consent. Consent will not be unreasonably withheld. The other party has no obligation to a transferee unless it gave this consent.
19. Waiver
If a party chooses not to enforce a right once, it does not lose that right later.
If a party does not enforce any right after a breach, this is not a waiver of that right for that breach or for any later breach. Accepting a payment or a delivery does not mean that a right has been waived. No waiver is effective unless it is in writing.
20. Severability
If one part of this contract turns out to be unenforceable, the rest still applies.
If a court decides that any provision of this Agreement is illegal, invalid or unenforceable, that provision is removed for the dispute in question, and the rest of the Agreement stays in full effect.
This Agreement is the entire agreement between the parties about the sale of the products. It can only be changed in writing, signed by both parties. In witness whereof, the authorized representatives of the parties have signed this Agreement as set out below.
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Acceptance and signatures
In witness whereof, the authorized representatives of the parties have signed this Agreement as set out below.
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B2B Sales Contract Agreement Template Overview
A sales contract sets the tone for the whole relationship, so it should be clear rather than intimidating. This B2B sales contract template gives you a ready frame for the parties, scope, payment, and terms, so you adjust the specifics per deal instead of reworking clauses each time. Built as a reusable sales agreement template, it generates in your branding and reads consistently across every deal you send.
A presentable contract reassures a buyer that the company is organised and fair. Tailor the terms per deal, share one tidy link the buyer opens on any device, and keep signed copies filed by account. As deals grow, a consistent structure keeps every contract clear and your records easy to search.
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Who Benefits From B2B Sales Contract Agreement Template?
B2B teams selling to other businesses can keep paperwork moving with a B2B sales contract template that states terms clearly.
Account Executive
Generate a tailored agreement per deal from a prompt, so paperwork keeps pace with the negotiation instead of slowing the close.
Sales Operations Manager
Standardise how every rep sends contracts, keeping language and branding consistent across the whole team and every account.
Revenue Leader
Review and shares deal terms in a clean format, then files signed agreements by account for quick reference and renewals later.
Founder
Send a polished agreement that matches the company brand, signalling to enterprise buyers that the business is built to last.
Frequently Asked Questions
Everything you need to know about using this template
A B2B sales contract template should set out the parties, the goods or services, pricing, payment terms, delivery, warranties, and how the agreement ends. Clear terms protect both sides and speed up sign-off.
Yes. Generate it from a prompt and let AI turn a blank sales agreement template into clear terms, then review them before you send.
Yes. Adapt it to your business in the drag-and-drop editor, or start from a broader sales agreement template and tighten the clauses to fit each deal.
Completely. Add, remove, or reorder clauses and reshape the layout, so this B2B sales contract matches how your company sells.
It covers payment schedules, currency, delivery terms, and acceptance, all editable so the B2B sales contract reflects what you actually agreed.
You can start from this template and build your first contract right away; paid plans unlock the full template library and integrations.
Send agreements that match the deal size
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