Sales Contract

sales_contract
📄 Word Template · 🔊 Audio Reading · 🌍 8 Languages
Languages: 中文 English Español 日本語 한국어 Tiếng Việt ไทย Русский

📖 Definition

A Sales Contract is a legal document in international trade in which the buyer and seller reach an agreement on the sale of goods, clarifying the rights and obligations of both parties, including clauses on product name, quantity, price, delivery, payment, inspection, claims, force majeure, and arbitration. Its core role is to establish the legal basis of the transaction and serve as the basis for letters of credit, customs declaration, settlement, and dispute resolution. Once signed, the contract is binding on both parties. It is a foundational document in the foreign trade documentation system and the source for the subsequent preparation of documents such as invoices, packing lists, and bills of lading.

🎯 Purpose

The sales contract is used to prove the authenticity of the transaction and is used by buyers and sellers for internal management, by banks for document examination, by customs for inspection, and by commodity inspection agencies and insurance companies. Under a letter of credit, the contract is an important basis for the letter of credit application; during customs declaration, customs may require the contract to verify the value of goods and the trade relationship; in the event of a dispute, the contract is key evidence for arbitration or litigation. In addition, the contract is also used for foreign exchange verification and cancellation, export tax rebates, and corporate financial accounting, running through the entire trade process.

📋 Key Fields

Contract No.
A unique identification number prepared by the seller or negotiated by both parties, usually containing the year, company code, and serial number, used to link invoices, letters of credit, and other documents.
⚠️ Duplicate numbers or inconsistency with subsequent documents, leading to bank refusal or customs questioning.
Date & Place of Signing
Specifies the effective date of the contract and the jurisdiction for applicable law; the place may affect the legal application for dispute resolution.
⚠️ The date is earlier than actual negotiations or later than the letter of credit issuance date, or the place is filled in vaguely such as "China."
Seller/Buyer
Fill in the complete legal name, detailed address, contact information, and tax number, ensuring consistency with the business license.
⚠️ Using abbreviations or incorrect addresses, resulting in document discrepancies or inability to serve legal documents.
Description of Goods
Includes product name, specifications, model, material, use, etc., and should be completely consistent with the letter of credit and the actual goods.
⚠️ The description is too general or contradicts the letter of credit, such as "clothing" without specifying the specific style.
Quantity & Unit
Clearly specify the unit of measurement (such as PCS, KGS, SETS) and more or less clause, and note the differences between the metric and imperial systems.
⚠️ Inconsistent units or failure to specify the more or less percentage, leading to delivery disputes.
Unit Price & Total Amount
Indicate the currency, trade terms (such as FOB, CIF), unit price, and total amount, with figures and words consistent.
⚠️ Confusion of currency symbols (such as $ and USD), incorrect total price calculation, or failure to indicate trade terms.
Trade Terms
Adopt international rules such as INCOTERMS 2020 to clarify the division of risks, costs, and the place of delivery.
⚠️ The terms do not match the mode of transport, such as using FCA for sea freight, or failure to indicate the version.
Payment Terms
Such as T/T, L/C, D/P, etc., indicating the deposit ratio, type of letter of credit, and validity period.
⚠️ Vague payment terms, such as "cash on delivery" without specifying the specific time limit and conditions.
Delivery & Ports
Specify the latest shipment date, port of shipment, and port of destination, which should be consistent with the letter of credit.
⚠️ The shipment period does not match the letter of credit, or the port of destination is incorrectly filled in, causing freight disputes.
Packing & Marks
Explain the packaging materials, methods, and shipping marks; the marks must be consistent with the bill of lading and invoice.
⚠️ Incomplete mark information or inconsistency with the actual goods, resulting in the consignee being unable to identify the goods.
Inspection & Claims
Specify the inspection agency, standards, time limit, and claim method, such as SGS, CIQ.
⚠️ Failure to specify inspection standards or the claim period is too short, resulting in loss of the right to claim.
Force Majeure
List the scope of force majeure events and notification obligations, exempting the affected party from liability.
⚠️ The clause is too broad or fails to specify supporting documents, leading to disputes.
Arbitration & Governing Law
Agree on the arbitration institution, rules, place, and applicable law, such as CIETAC, ICC.
⚠️ Vague arbitration clauses, such as "submit to arbitration" without specifying the institution, resulting in the clause being invalid.
Signature & Seal
Signed by authorized representatives of both parties and stamped with the official seal; the original contract is usually in duplicate.
⚠️ The signatory has no authorization or there is only a seal without a signature, affecting the legal validity of the contract.

⚠️ Common Mistakes

🌍 Country Requirements

United States
U.S. Customs requires a sales contract as a supporting document for customs declaration, and it must clearly specify the buyer and seller, goods value, and trade terms. If regulated products such as FDA or FCC are involved, the contract should indicate the relevant certifications. Note that the United States has special regulations for sanctioned countries such as Iran and North Korea, and the contract must not violate OFAC regulations. Subject to the latest announcements of the local customs.
European Union
EU customs accepts the sales contract as proof of goods value and it must be consistent with the commercial invoice. The contract should indicate the EORI number (if applicable) and VAT treatment. For CE-certified products, the contract needs to reflect the declaration of conformity. Products subject to EU anti-dumping duties require proof of origin. Subject to the latest announcements of the local customs.
Japan
Japanese customs requires the sales contract to clearly state the goods description, quantity, unit price, and trade terms. For food, cosmetics, etc., it must comply with Japan's positive list system. It is best for the contract to be accompanied by a Japanese translation. Japan strictly protects intellectual property, and the contract should indicate the brand authorization status. Subject to the latest announcements of the local customs.
South Korea
Korean customs requires the sales contract to confirm the authenticity of the transaction and the dutiable value. The contract must be in Korean or English; if in Korean, it must be consistent with the English version. KC-certified products must be reflected in the contract. South Korea has strict requirements for origin marking, and the contract should indicate the country of origin. Subject to the latest announcements of the local customs.
Middle East (Saudi Arabia/UAE)
Saudi Arabia requires the sales contract to be authenticated by the Saudi embassy in China, and some UAE free zones require notarization. The contract must indicate the country of origin, manufacturer, and compliance with Islamic principles (such as for food). Saudi SABER certification and UAE ECAS certification must be reflected in the contract. Subject to the latest announcements of the local customs.
Brazil
Brazilian customs requires the sales contract to be consistent with the commercial invoice and bill of lading, and it must indicate the NCM code (Mercosur tariff classification number). The contract must be consular legalized or notarized by Brazil. Payment methods must comply with the foreign exchange regulations of the Central Bank of Brazil. Products requiring import licenses must be indicated in the contract. Subject to the latest announcements of the local customs.
India
Indian customs requires the sales contract to indicate BIS certification (if applicable), country of origin, and trade terms. The contract must be consistent with the invoice and packing list. India has strict labeling requirements for imported goods, which should be indicated in the contract. Payment must comply with India's Foreign Exchange Management Act. Subject to the latest announcements of the local customs.
Russia
Russian customs requires the sales contract to be authenticated by the Russian embassy in China and accompanied by a Russian translation. The contract must indicate the HS code of the goods, country of origin, and trade terms. If EAC-certified products are involved, they must be reflected in the contract. Payment must comply with Russian foreign exchange controls. Subject to the latest announcements of the local customs.

❓ FAQ

Q: What is the difference between a sales contract and a proforma invoice?
A: A sales contract is a legal document signed by both parties with detailed terms and is binding; a proforma invoice is a quotation document issued unilaterally by the seller, used by the buyer to apply for a letter of credit or import license, and has no legal effect. A contract can replace a proforma invoice, but a proforma invoice cannot replace a contract.
Q: How should trade terms in a contract be chosen?
A: Choose according to the mode of transport, risk control, and cost accounting. FOB and CIF are commonly used for sea freight; FCA and CPT for air freight; DAP and DDP for multimodal transport. It is recommended to use INCOTERMS 2020 and specify the version to avoid disputes.
Q: The letter of credit requires the contract to be consistent with the invoice, but the contract has already been signed. Can it be modified?
A: It can be modified, but both parties must reach agreement through consultation and sign a supplementary agreement. If the letter of credit has already been issued, modifying the contract may affect the letter of credit terms, and the letter of credit must also be modified at the same time or document compliance must be ensured. It is recommended to carefully check the contract and letter of credit before issuing the letter of credit.
Q: How should the arbitration clause in a contract be written to be effective?
A: It is necessary to clearly specify the name of the arbitration institution, arbitration rules, place of arbitration, and effect of the award. For example: "All disputes arising from this contract shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its current rules, and the award shall be final." Avoid vague expressions.
Q: What should be paid special attention to in a contract exported to the United States?
A: Pay attention to U.S. sanctions regulations and avoid transactions with sanctioned parties; clarify trade terms and customs codes; if the product is regulated by the FDA, FCC, etc., the contract should indicate certification; it is recommended to specify the applicable law and place of arbitration to reduce legal risks.
Q: What should the force majeure clause in a contract include?
A: It should define force majeure events (such as natural disasters, war, government actions), specify notification obligations and supporting documents (such as CCPIT certificates), and clarify the scope of exemption and conditions for contract termination. Avoid being too broad to prevent abuse.
Q: Does a sales contract need to be sealed? Is a signature sufficient?
A: Usually, it needs to be signed by authorized representatives of both parties and stamped with the official seal to enhance legal validity. If only signed, it is necessary to confirm that the signatory has the authority to represent the company. Some countries require contract notarization or authentication, which must be handled in advance.
Q: How should the inspection clause in a contract be stipulated?
A: It should clearly specify the inspection agency (such as SGS, CIQ), inspection standards, inspection location and time, cost bearing, and claim period. It is recommended to stipulate pre-shipment inspection and allow the buyer to re-inspect after arrival, in order to balance the interests of both parties.

📝 Sample

[Sales Contract - Complete Filling Example]

Contract No.: SC-2026-SHTX-0915
Date & Place of Signing: 2026-09-15, Pudong New Area, Shanghai, China
Seller: Shanghai Tianxin International Trade Co., Ltd., 18/F, Heng'an Building, No. 888 Century Avenue, Pudong New Area, Shanghai, China, Tel: +86-21-58881234, Email: sales@tianxin-trade.com, Unified Social Credit Code: 91310115MA1K4X8P2Q
Buyer: Global Meridian Imports LLC, Suite 560, 1200 Wilshire Blvd, Los Angeles, California, USA, Tel: +1-213-555-0188, Email: purchase@gmimports.com, Tax ID: US-EIN 88-1234567
Description of Goods: Stainless steel vacuum insulated tumbler, Model TX-VB500, capacity 500ml, 304 stainless steel inner liner, double-wall vacuum construction, food-grade PP lid, Color: Matte Black, Use: Outdoor and office drinking
Quantity & Unit: 10,000 PCS, with ±3% more or less allowed
Unit Price & Total Amount: Unit Price USD 4.85 / PC, Total Amount USD 48,500.00 (SAY: US DOLLARS FORTY-EIGHT THOUSAND FIVE HUNDRED ONLY)
Trade Terms: CIF Los Angeles, per INCOTERMS 2020
Payment Terms: 30% T/T advance payment, remaining 70% by irrevocable sight L/C, L/C to be opened before 2026-09-30, valid until 2026-11-15
Delivery & Ports: Latest shipment date 2026-10-25, Port of Loading: Shanghai Port, China, Port of Discharge: Los Angeles Port, USA
Packing & Marks: Each tumbler packed in a color box, 50 pcs/carton, carton size 58×42×36cm, gross weight 18.5KGS/carton; Marks: GM/SC-2026-SHTX-0915/LOS ANGELES/C/NO.1-200
Inspection & Claims: Sampling inspection by SGS in Shanghai, China before shipment, standard per AQL 2.5; Buyer must raise quality objections within 30 days after arrival, otherwise deemed accepted
Force Majeure: If performance is prevented by force majeure such as war, natural disasters, government prohibition, epidemic, etc., the affected party must notify in writing within 15 days and provide evidence, and corresponding liability may be exempted
Arbitration & Governing Law: Disputes shall be submitted to the Shanghai Sub-Commission of the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration under its current arbitration rules, and the arbitral award shall be final; governed by the laws of the People's Republic of China
Signature & Seal: Seller's Authorized Representative: Li Ming (signature/seal); Buyer's Authorized Representative: David R. Miller (signature/seal); This contract is made in two originals, one held by each party

The above is an example; actual completion shall be subject to the L/C/contract/importing country requirements.

📥 Download Word Template

Editable after download. Fill in your company info, convert to PDF or use directly.

📄 Bilingual (CN/EN) 🇬🇧 English Only
⚠️ This page is for reference only. Customs regulations may change; please refer to the latest announcement of local customs brokers or customs authorities.