Sales Agreement Format (B2B Sale of Goods)
Record the terms of a sale of goods between two businesses: what is sold, the price, delivery, when ownership and risk pass, and warranties.
What it is
A sales agreement sets out the terms on which a seller sells goods to a buyer. Under the Sale of Goods Act, 1930, many questions, such as when property in the goods passes, who bears the risk, and what quality the goods must be, are decided by the agreement, and the Act's default rules apply only where the agreement is silent. A written agreement is useful for large orders, supplies over a period, and imports or inter-State sales.
When it is used
- A large one-off purchase of goods between businesses.
- Supplies in instalments over a period.
- Sales where quality specifications, inspection and warranties matter.
What the template covers
- Seller and buyer details and GSTINs
- Description, quantity and unit price of goods
- Quality specifications and inspection
- Delivery date, place and delivery terms
- Passing of title and risk
- Payment terms, GST and warranty
- Limitation of liability and jurisdiction
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Agreement Details
Agreement Date; Place of Execution
Seller
Seller Name; Seller Address; Seller GSTIN; Seller Authorised Rep & Title
Buyer
Buyer Name; Buyer Address; Buyer GSTIN; Buyer Authorised Rep & Title
Goods
Description of Goods; Quantity; Unit Price (₹); Total Contract Value (₹); Quality Specification
Delivery & Risk
Delivery Date / Period; Delivery Location; Incoterm / Delivery Terms; Title Passes On
Payment
Payment Terms; GST
Warranty
Warranty Period (months)
Termination
Jurisdiction
Stamp duty, registration and filing
GST is charged on the supply at the rate for the goods. A buyer whose turnover exceeds the threshold deducts TDS at 0.1% on purchases from a seller above ₹50 lakh in a year (Section 194Q up to 31 March 2026, Section 393 of the Income-tax Act, 2025 from 1 April 2026). Payments to MSME suppliers registered on Udyam must be made within the time under the MSMED Act, and late payments affect the buyer's tax deduction. Stamp duty depends on the State.
Generate the Sales Agreement (B2B Goods)
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows? Contact SKAG and Associates
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Frequently asked questions
When does ownership pass to the buyer?
At the time the parties intend, as stated in the agreement. If the agreement is silent, the Sale of Goods Act rules apply, which depend on whether the goods are specific or unascertained.
Is a purchase order enough instead of an agreement?
For routine purchases, an accepted purchase order with terms can be enough. A full agreement is better for large or long-term supplies.
What happens if goods do not match the specification?
The buyer can reject them or claim damages as the agreement provides; the Sale of Goods Act implies conditions of description and quality where not excluded.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.