A purchase agreement is the contract that spells out the full terms of a sale: what is being sold, for how much, when it closes, what each side promises, and what happens if the deal falls through. It is the negotiated document behind a sale of goods, equipment, or business assets, and it does the heavy lifting that a short bill of sale or purchase order does not. Download it free, fill it in, and both sides sign.
Free to use. Legally binding under the ESIGN Act, UETA, and eIDAS.Updated August 2026 by Document eSign
A purchase agreement, also called a sales agreement or a purchase and sale agreement, is a contract between a buyer and a seller that sets out the complete terms for the sale of property. It goes well beyond recording that a sale happened. It fixes the purchase price and how it is paid, sets a closing date, describes exactly what is being sold, states what the seller promises about ownership and condition, lists any contingencies the buyer must clear first, and spells out what each side can do if the other backs out. Because it is negotiated and signed by both parties up front, it governs the deal from the moment it is signed through to closing. That is what separates it from the two lighter documents people often confuse it with: a bill of sale is a short receipt that proves ownership changed hands, and a purchase order is a routine order a buyer sends a supplier. A purchase agreement is the full contract you reach for when a sale is large enough, valuable enough, or complex enough to need real terms. It is most often used for the sale of goods, equipment, or business assets. For the sale of goods, it is governed by Article 2 of the Uniform Commercial Code, which every US state has adopted in some form.
Who uses it
A business buying or selling equipment, inventory, or other assetsTwo people handling a higher-value private sale that needs real termsA buyer or seller of a vehicle, boat, or machine who wants closing and warranty terms, not just a receiptA small business owner buying the assets of another businessAnyone who needs a deposit, a closing date, and contingencies, not just proof of transfer
What's inside
The buyer and seller names and addresses
A full description of the property being sold, with identifying details
The purchase price, the deposit, and how and when payment is made
A closing date and what each side delivers at closing
Delivery terms and when title and risk of loss pass to the buyer
The seller's representations and warranties about ownership and title
An as-is or limited-warranty option for the property's condition
The buyer's inspection right and any financing or other contingencies
Default and remedy terms for each side, and who pays taxes and costs
Standard contract provisions and a governing-law line tied to UCC Article 2
HOW IT WORKS
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01
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02
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03
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The details
Everything to know before you send it.
1
How to fill it in
A purchase agreement has more moving parts than a bill of sale, so fill it in section by section and make the choices the deal actually calls for rather than leaving defaults in place.
Parties and property: full legal names and addresses, then a precise description of what is being sold, with any serial, VIN, or model number and the quantity.
Price and payment: the total price, the deposit due on signing, the balance due at closing, and the payment method. Say clearly whether the deposit is refundable.
Closing: set the closing date and place, and note that time is of the essence so the date is binding.
Title and risk of loss: pick the point at which title and the risk of damage pass to the buyer, usually delivery or closing.
Condition: choose the as-is option or the limited-warranty option and fill in the warranty period if you use one.
Contingencies: set an inspection deadline and add any financing or other condition the buyer must clear.
Sign: both parties sign and date, and each keeps a signed copy.
2
Purchase agreement vs. bill of sale vs. purchase order
These three documents get mixed up constantly, and using the wrong one is a common mistake. A purchase agreement is the full contract: it is negotiated, signed before the sale completes, and covers price, closing, warranties, contingencies, and remedies. A bill of sale is a short receipt signed at the moment of transfer that proves ownership passed and on what basic terms; in many deals the seller hands over a bill of sale at closing as one of the documents the purchase agreement requires. A purchase order is something else again: a buyer issues it to a supplier to place a routine order, and it becomes a contract only when the supplier accepts it. The plain rule of thumb is to use a purchase agreement when the deal needs negotiated terms and a closing, a bill of sale to document the transfer itself, and a purchase order for standardized business ordering. The three often work together in one transaction.
3
Goods, assets, and real estate: which purchase agreement is this?
"Purchase agreement" covers several different deals, and the right form depends on what is being sold. This template is built for the sale of goods, equipment, or business assets, where title passes by delivery and a signed bill of sale. A real estate purchase agreement is a distinct document with its own machinery: earnest money held in escrow, financing and appraisal and inspection contingencies, a title search, and a closing where a deed, not a bill of sale, transfers ownership and usually has to be notarized and recorded. If you are buying or selling a house or land, use a real estate purchase agreement, not this one. A business or asset purchase agreement, used to buy the assets or equity of a company, is a heavier negotiated contract that adds due diligence, allocation of liabilities, and often an escrow or earn-out; for a deal that size, have a lawyer draft or review it.
4
Does a purchase agreement have to be in writing?
Not every sale has to be written down, but many should be, and some must be. Under the Statute of Frauds in Article 2 of the Uniform Commercial Code, a contract for the sale of goods for the price of $500 or more must be in writing and signed to be enforceable. A written agreement is also simply the safer choice for anything valuable or complex, because it fixes the terms both sides are relying on. Real estate sales must be in writing under a separate branch of the Statute of Frauds, no matter the price. Even below the $500 line, putting the deal in writing gives each side a clear record of the price, the condition, and what was promised, which is exactly what prevents a dispute later.
5
As-is, warranties, and risk of loss
The condition section is where a lot of sale disputes are won or lost, so choose deliberately. If the sale is as-is, the seller makes no promises about condition and the buyer takes the property with all faults; to disclaim the implied warranties of merchantability and of fitness for a particular purpose, the Uniform Commercial Code requires the disclaimer to be conspicuous and, for merchantability, to mention that word, which this template does. If the seller instead offers a limited warranty, spell out what it covers and for how long, and cap the remedy at repair or replacement. Separately, decide when the risk of loss passes: if the property is destroyed after the risk shifts to the buyer, the buyer still owes the price, so tying the shift to delivery or closing matters. One line that survives any as-is clause: it never excuses fraud or the failure to make a disclosure the law requires.
6
Contingencies, deposits, and closing
Contingencies are the conditions that must be met before the buyer is obligated to close, and they are the buyer's main protection. The most common are an inspection contingency, which lets the buyer examine the property and walk away if it is not as described, and a financing contingency, which lets the buyer cancel if a loan does not come through by a set date. Tie each contingency to a clear deadline. The deposit works alongside them: state plainly whether it is refundable if a contingency fails, because a deposit that the agreement makes non-refundable can be kept by the seller if the buyer simply changes their mind. At closing, the two obligations meet: the seller delivers the property, a signed bill of sale, and any title or document needed to use it, and the buyer pays the balance. Setting time as of the essence keeps the closing date firm.
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Signing it
A purchase agreement for goods or assets does not normally need to be notarized, and an electronic signature is valid on it under the ESIGN Act and the Uniform Electronic Transactions Act. Both parties should sign and date it, and each should keep a signed copy. Two things to watch: a real estate purchase is different, since the deed that transfers the property usually must be notarized and recorded even though the purchase agreement itself may not be; and if the sale includes a bill of sale or any exhibit, sign those as the agreement requires. Signing online gives both sides a clean dated copy and a clear record of when each party signed, which is useful if the closing is remote.
8
Common mistakes to avoid
Most purchase-agreement problems come from a few avoidable gaps.
Describing the property vaguely or leaving off the serial, VIN, or model number that identifies it.
Not saying whether the deposit is refundable, which is the single most common source of a dispute.
Leaving the condition section blank instead of choosing as-is or a warranty.
Forgetting to set when title and risk of loss pass, so no one knows who bears a loss before closing.
Setting no deadline on a contingency, which leaves the sale open-ended.
Using this goods template for a house or land sale, which needs a real estate purchase agreement, a deed, and usually notarization.
This template and the guidance on this page are provided for general information only and are not legal advice. Laws differ by country and state, so review the final document against your own situation and have a qualified lawyer check anything high-value or regulated before you sign.
FAQ
Questions, answered.
What is a purchase agreement?
It is a contract between a buyer and a seller that sets the full terms of a sale: the property, the price, the deposit, the closing date, what the seller promises about ownership and condition, any contingencies, and what happens if either side defaults. Both parties sign it before the sale completes, so it governs the deal through to closing.
What is the difference between a purchase agreement and a bill of sale?
A purchase agreement is the full negotiated contract, signed before the sale completes, that covers price, closing, warranties, and contingencies. A bill of sale is a short receipt signed at the moment of transfer that proves ownership changed hands. In many deals the seller hands over a bill of sale at closing as one of the documents the purchase agreement requires.
Is a purchase agreement the same as a sales agreement?
Yes. "Purchase agreement," "sales agreement," and "purchase and sale agreement" are different names for the same thing: a contract that sets out the terms of a sale and is signed by both the buyer and the seller. The label does not change what the document does.
Is a purchase agreement legally binding?
Yes. Once both the buyer and the seller sign it, a purchase agreement is a binding contract, and each side can be held to its terms. For the sale of goods it is enforced under Article 2 of the Uniform Commercial Code. An electronic signature makes it just as binding as a handwritten one under the ESIGN Act and UETA.
Does a purchase agreement need to be notarized?
Usually no. A purchase agreement for goods, equipment, or business assets does not normally require notarization, and an electronic signature is valid under the ESIGN Act and UETA. Real estate is the exception: the deed that transfers a house or land generally must be notarized and recorded, even if the purchase agreement itself is not.
Does a purchase agreement have to be in writing?
For the sale of goods priced at $500 or more, yes. The Statute of Frauds in Article 2 of the Uniform Commercial Code requires a signed writing for those contracts to be enforceable. Real estate sales must be in writing regardless of price. Even below that line, a written agreement is the safer choice because it records the terms both sides are relying on.
What does 'as-is' mean in a purchase agreement?
It means the seller makes no promises about the property's condition and the buyer takes it with all faults. To disclaim the implied warranties of merchantability and fitness for a particular purpose, the Uniform Commercial Code requires the disclaimer to be conspicuous. An as-is clause still does not excuse fraud or a failure to make a disclosure the law requires.
Can I use this for buying a house?
No. This template is built for the sale of goods, equipment, or business assets. A home or land sale needs a real estate purchase agreement, which adds earnest money, financing and inspection contingencies, and a title search, and closes with a deed that usually must be notarized and recorded rather than a bill of sale.
Is the purchase agreement available in Word format?
Yes. Download the purchase agreement as a Word (.docx) file and edit it in Microsoft Word, Google Docs, or Pages. You can also download a PDF or fill it in and sign online.
Can I download the purchase agreement as a PDF?
Yes. A print-ready PDF is available alongside the Word version. Download either one free, or fill it in and sign online without downloading anything.
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