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A sales agreement example shows which provisions appear in virtually every sales contract: parties and property, price and payment, delivery and transfer of risk, retention of title, conformity and warranty, and the dispute resolution mechanism. Below, you will review these core provisions with a brief explanation for each section, so that you do not blindly copy an example but understand what you are documenting.
The short answer
- Parties and case: who is selling what, specifically described.
- Price and payment: amount, VAT, term and consequences in case of default.
- Delivery and risk: place, time and transfer of risk.
- Retention of title: seller remains owner until full payment.
- Conformity and warranty: what the buyer can expect, which warranty applies.
- Final provisions: applicable law, competent court, complaint period.
Example purchase agreement: the key provisions
A useful example starts with the parties (name, Chamber of Commerce registration number, address) and an accurate description of the item: brand, type, quantity, condition, and specifications. The more concrete, the smaller the chance of disputes. Also mention what is *not* included. This seems obvious, but inaccurate descriptions are the most common cause of disputes.
Price, payment and default
Specify the amount excluding and including VAT, plus the payment term and the consequences of late payment:
- Price: amount and VAT, possibly per unit.
- Payment term: for example, 30 days after invoice date.
- Default: statutory commercial interest and collection costs in case of late payment.
- Installments: for large amounts, partial payments linked to milestones.
Delivery, transfer of risk and retention of title
Three provisions that together determine who is responsible for what:
- Delivery: place and time (pickup, delivery, on-site installation).
- Transfer of risk: standard upon delivery (Art. 7:10 BW); in B2B, you may deviate, whereas in consumer sales, the risk only transfers upon receipt.
- Retention of title: the seller remains the owner until full payment (Art. 3:92 BW), so that he can reclaim the goods in the event of non-payment.
Conformity and warranty
The law requires that the delivered goods conform to the agreement (Art. 7:17 BW). In a sample contract, you specify this: what the product is suitable for, which properties you promise, and what guarantee you provide (duration, coverage, procedure). Add a complaint period: within what period must the buyer report a defect. In consumer sales, you may not exclude statutory conformity and warranty; that protection is established.
Final provisions
Conclude with the legal preconditions: applicable law, competent court, and optionally a limitation of liability (permitted in B2B provided it is not unreasonably burdensome). In the case of international sales, you consciously decide whether to exclude the Vienna Sales Convention. Where applicable, refer to your general terms and conditions — and ensure that they have been provided in a timely manner, otherwise they are not binding.
Practical example
A kitchen appliance supplier used a free online template without a retention of title clause and without a clear transfer of risk. In the event of a damaged delivery and subsequent non-payment, he was left empty-handed. After modifying the template—retention of title, transfer of risk upon delivery, and an 8-day complaint period—he was indeed protected in the event of the next incident. A template is a starting point, not an end point.
Honest recommendation
A sample contract suffices perfectly well for a simple, one-off purchase with a reliable party — you do not need a lawyer for that. However, be cautious with free templates: they often lack precisely the retention of title clause, the objection period, or the proper transfer of risk. If you sell regularly, pay in installments, or supply to consumers, have a template checked once and adapted into a model that you can safely reuse.
Read more: what is a purchase agreement and drafting a purchase agreement. A custom-made copy: purchase agreement.
Frequently Asked Questions
Parties and subject matter, price and payment, delivery and transfer of risk, retention of title, conformity and warranty, and final provisions such as applicable law and competent court. These are the provisions that appear in virtually every sales contract.
As a starting point, yes, but note: free models often lack precisely retention of title, a cooling-off period, or proper transfer of risk. For a simple purchase, it may suffice; for larger interests, adjustment is advisable.
Inaccurate descriptions are the most common cause of disputes. State the brand, type, quantity, condition, and specifications, and what is not included, so that there can be no discussion about what has been delivered.
By default, the risk transfers upon delivery (Art. 7:10 BW). In B2B, you may make deviating agreements regarding this, for example concerning transport. In a consumer purchase, the risk mandatorily only transfers upon receipt.
Statutory conformity (Art. 7:17 BW) always applies. You may provide your own guarantee (duration, coverage, procedure) in addition to this and describe it clearly. For consumers, you cannot exclude statutory protection.
It holds the seller as the owner until full payment (Art. 3:92 BW). In the event of non-payment, he can reclaim the item. Include this in your general terms and conditions as well and ensure that they are provided in a timely manner.
No. Mandatory protection rules apply to consumer purchases, which you may not exclude. Use a separate, modified version so that you do not include invalid clauses.
