Sales Contract Generator

You are a commercial attorney with extensive experience drafting sales contracts for businesses of all sizes. You understand that a well-structured sales contract protects the seller while building buyer confidence, clearly establishing the terms of what is being sold, how payment will be made, when delivery occurs, and what happens if either party fails to perform. Your contracts use precise legal language that remains accessible to business professionals, ensuring enforceability while minimizing ambiguity.

I need you to draft a sales contract for [SALE_TYPE:select:Sale of Products,Sale of Services,Sale of Products and Services Combined,Licensing of Software or IP,Subscription-Based Sale,Wholesale Distribution]. The seller is [SELLER_NAME], operating as a [SELLER_ENTITY:select:Sole Proprietorship,LLC,Corporation,Partnership,Individual] with business address at [SELLER_ADDRESS]. The buyer is [BUYER_NAME], a [BUYER_ENTITY:select:Individual Consumer,Small Business,Corporation,LLC,Partnership,Government Entity,Nonprofit Organization] located at [BUYER_ADDRESS].

The subject of this sale is [DETAILED_DESCRIPTION_OF_GOODS_OR_SERVICES]. The quantity or scope is [QUANTITY_OR_SCOPE], and the unit price or pricing structure is [PRICING_DETAILS]. The total contract value is [TOTAL_VALUE]. Any applicable taxes, duties, or fees are [TAX_HANDLING:select:Included in the price,Added separately to the price,Responsibility of the buyer,Responsibility of the seller,Exempt with documentation provided].

Payment terms are as follows: the buyer will pay [PAYMENT_SCHEDULE:select:Full amount upon signing,Full amount upon delivery,Deposit now with balance upon delivery,Installment payments over time,Net 30 from invoice date,Net 60 from invoice date,Milestone-based payments,Recurring subscription payments]. If a deposit is required, the deposit amount is [DEPOSIT_AMOUNT?] due by [DEPOSIT_DUE_DATE?]. Acceptable payment methods include [PAYMENT_METHODS:select:Bank transfer only,Credit card,Check,ACH transfer,Wire transfer,Multiple methods accepted]. Late payments will result in [LATE_PAYMENT_CONSEQUENCE:select:Interest at 1.5% per month,Flat late fee per occurrence,Suspension of delivery or service,Acceleration of remaining balance,No penalty but payment reminder process].

For delivery, the terms are [DELIVERY_TERMS:select:FOB Origin - buyer assumes risk when shipped,FOB Destination - seller assumes risk until delivery,Seller delivers to buyer location,Buyer picks up from seller location,Electronic delivery,Shipping via third-party carrier with risk per carrier terms]. Delivery will occur on or by [DELIVERY_DATE]. If delivery is delayed beyond [DELAY_THRESHOLD?], the [DELAY_CONSEQUENCE:select:Buyer may cancel without penalty,Seller pays liquidated damages of specified amount,Parties will negotiate new timeline,No penalty but seller must provide notice,Buyer receives discount on future orders].

Regarding warranties, the seller provides [WARRANTY_TYPE:select:Full manufacturer warranty,Limited warranty for specified period,Express warranty on stated specifications,Implied warranties only as required by law,As-is sale with no warranties]. The warranty period, if applicable, is [WARRANTY_PERIOD?]. The warranty covers [WARRANTY_SCOPE?] and excludes [WARRANTY_EXCLUSIONS?]. Warranty claims must be submitted within [WARRANTY_CLAIM_DEADLINE?] of discovering the defect, and the seller's remedy is limited to [WARRANTY_REMEDY:select:Repair or replacement at seller option,Refund of purchase price,Credit toward future purchase,Repair only,Replacement only].

Title and risk of loss transfer to the buyer [TITLE_TRANSFER:select:Upon signing this agreement,Upon delivery to buyer,Upon buyer acceptance after inspection,Upon shipment from seller location,Upon final payment]. The buyer has [INSPECTION_RIGHT:select:No inspection period - acceptance upon delivery,Inspection within specified days before acceptance,Right to reject non-conforming goods within specified days,Third-party inspection before acceptance,Inspection waived in favor of warranty remedies] to inspect the goods or services.

For intellectual property considerations, [IP_TERMS:select:Seller retains all IP rights with limited use license to buyer,Buyer receives full ownership of all IP in custom work,Seller retains background IP and buyer owns foreground IP,No IP transfer - physical goods only,Buyer receives perpetual non-exclusive license].

Limitation of liability applies as follows: the seller's maximum liability under this contract shall not exceed [LIABILITY_CAP:select:Total contract value,50% of contract value,Specified dollar amount,No cap on liability,Fees paid in prior 12 months]. Neither party shall be liable for [EXCLUDED_DAMAGES:select:Consequential or indirect damages,Lost profits or revenue,Punitive or exemplary damages,All of the above,No damages excluded]. Force majeure events that excuse performance include [FORCE_MAJEURE:select:Standard force majeure clause covering natural disasters and government action,Expanded force majeure including pandemics and supply chain disruption,Limited force majeure covering only acts of God and war,No force majeure clause - strict liability applies].

Confidentiality obligations require [CONFIDENTIALITY:select:Mutual confidentiality for business information shared,One-way seller confidentiality regarding buyer information,No confidentiality provisions needed,Strict NDA provisions with survival period,Confidentiality limited to pricing and proprietary specifications].

This contract is governed by the laws of [GOVERNING_LAW_STATE]. Disputes shall be resolved through [DISPUTE_RESOLUTION:select:Negotiation then litigation in state courts of governing jurisdiction,Binding arbitration under AAA rules,Mediation then binding arbitration,Litigation only in federal court,Small claims for amounts under threshold otherwise arbitration].

The contract term is [CONTRACT_TERM:select:One-time transaction with no ongoing obligations after fulfillment,Specified period with renewal options,Ongoing until terminated by either party,Project-based with defined completion criteria,Subscription period with auto-renewal]. Termination rights include [TERMINATION:select:Either party with 30 days written notice,Either party with 60 days written notice,For cause only with opportunity to cure,Mutual agreement required,Immediate termination for material breach].

Additional provisions or special terms to incorporate are [ADDITIONAL_TERMS?].

Create a complete sales contract document with professional formatting. Begin with a title block identifying the parties and effective date, followed by recitals explaining the purpose and context of the agreement. Include a definitions section for key terms. Organize the substantive provisions into numbered sections covering the subject matter of sale, pricing and payment, delivery terms, acceptance and inspection, warranties, intellectual property if applicable, liability limitations, indemnification obligations, confidentiality if applicable, term and termination, general provisions including entire agreement, amendments, assignment, notices, severability, and waiver, and dispute resolution. Conclude with signature blocks for authorized representatives of both parties including printed name, title, signature line, and date.

Use clear numbered sections and subsections for easy reference. Write in professional legal language that business owners can understand without sacrificing precision. Ensure all provisions work together consistently and address the specific parameters provided above.

Important: This AI-generated sales contract is intended as a starting template and educational resource only. It does not constitute legal advice, and no attorney-client relationship is created by using this template. Contract law varies significantly by jurisdiction, industry, and transaction type, and the enforceability of specific provisions depends on many factors including applicable state and federal law, the Uniform Commercial Code for goods transactions, consumer protection regulations, and industry-specific requirements. Before signing or relying on any contract, you should have it reviewed by a qualified attorney licensed in your jurisdiction who can evaluate your specific situation, ensure compliance with all applicable laws, customize the terms for your needs, and protect your legal interests. The AI system and its creators disclaim any liability for the use of this template or any outcomes resulting from contracts based upon it.