Sales Agreements

Sales of goods sit under a specific statutory framework

Contracts for the sale of goods in Florida are governed by Article 2 of the Uniform Commercial Code, adopted as chapter 672, Florida Statutes. That framework supplies default rules on formation, warranties, risk of loss and remedies that apply whenever a sales agreement does not address a point directly, which makes understanding those defaults essential to negotiating around them where appropriate.

Core terms a sales agreement should address

• Description of goods, quantity and specifications, precise enough to avoid disputes about conformity.
• Price, payment terms and any credit or deposit arrangements.
• Delivery terms, including shipping responsibility and the point at which risk of loss transfers to the buyer.
• Express warranties made about the goods and any disclaimer of implied warranties, which must meet specific statutory requirements to be effective.
• Inspection and rejection rights and the timeframe for the buyer to raise a nonconformity.
• Remedies for breach, including limitation of consequential damages where enforceable.
• Title retention or security interest provisions where payment is not made in full at delivery.

Warranties: what is made, and what is disclaimed

A seller can create an express warranty simply through statements about the goods in the contract, marketing materials, or negotiations. Implied warranties of merchantability and fitness for a particular purpose can be disclaimed, but the UCC requires specific, often conspicuous, language to do so effectively: a generic disclaimer buried in fine print may not accomplish what the seller intends.

Risk of loss and shipping terms

Risk of loss allocation depends on shipping terms and whether the seller is a merchant, and it interacts with insurance responsibility during transit. Sales agreements should state these terms explicitly rather than relying on the UCC's default allocation, particularly for high-value or fragile goods.

Recurring or volume sales relationships

Businesses with an ongoing sales relationship, rather than a single transaction, often benefit from a master sales agreement covering the recurring terms, with individual purchase orders governing quantity and delivery for each order. This structure avoids renegotiating core terms with every transaction.