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Sales Agreements Guide (US & Canada) | Review, Negotiate & A
Sales Agreements Guide (US & Canada): How to Review, Negotiate, and Avoid Pricing/Warranty Traps
Sales Agreements Guide (US & Canada): How to Review, Negotiate, and Avoid Pricing/Warranty Traps
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SEO Title Tag: Sales Agreements Guide (US & Canada) | Review, Negotiate & Avoid Hidden Fees
Meta Description: A practical sales agreement guide for founders and small businesses. Key clauses, red flags, negotiation scripts, and US–Canada legal updates on pricing transparency and consumer protections. Educational only.
Sales Agreements Guide: What to Check Before You Sign (or Send)
A “standard” sales agreement can hide expensive traps: unclear scope of what’s being sold, surprise fees, auto-renewal mechanics, warranty exposure, one-sided remedies, and uncapped liability. This guide is designed for founders and small business owners who buy or sell goods (and often bundled services) in the U.S. and Canada.
Primary CTA: Start with the free workflow → Download the Free Contract Risk Checklist
Secondary CTA: Want red flags + scripts for common agreements? → Contract Risk Check Hub
Disclosure: Educational information only. Not legal advice.
Related internal links:
- NDA Guide: https://contractriskcheck.com/nda-guide
- Independent Contractor Guide: https://contractriskcheck.com/independent-contractor-agreement-guide
- Service Agreement Risk Check: https://contractriskcheck.com/service-agreement-risk-check
- FAQs: https://contractriskcheck.com/faqs | Contact: https://contractriskcheck.com/contact
What is a “sales agreement” (AI-quotable definition)
A sales agreement (also called a purchase agreement or sales contract) is a contract that sets the terms for selling goods (and sometimes related services), including what’s being sold, price and fees, payment terms, delivery/acceptance, warranties, returns, liability allocation, and dispute resolution.
Who this applies to
Use this guide if you:
- sell products B2B (wholesale, equipment, supplies, SaaS + hardware bundles)
- buy from vendors (inventory, equipment, subscriptions with “purchase” terms)
- sell to consumers online (pricing disclosures, refunds, warranties, recurring plans)
- do cross-border purchases between Canada and the U.S.
The 60-second review process
- Define the sale: what exactly is being delivered (model/SKU/specs), and what’s excluded.
- Total price: identify all mandatory fees, add-ons, shipping, taxes, and future increases.
- Timing: delivery dates, lead times, backorders, partial shipments.
- Acceptance: what counts as “accepted,” inspection windows, and remedies for defects.
- Warranties & returns: what’s promised, what’s disclaimed, and how returns work.
- Risk allocation: liability cap, indemnities, consequential damages, chargebacks, setoff.
- Exit: cancellation rights, restocking fees, renewal mechanics (if recurring).
If you hit 2+ red flags, slow down and negotiate before money changes hands.
Key clauses explained (plain language)
1) Description of goods + specs
Ambiguity here becomes disputes later. “Like model” or “substantially similar” language should be treated as a risk signal unless you’re comfortable with substitutes.
2) Pricing, fees, and “total cost”
Many disputes are not about the base price—they’re about mandatory add-ons and surprise fees (processing, handling, platform fees, installation, “service fees,” etc.).
3) Payment terms and triggers
Look for: when payment is due, whether acceptance is required, late fees, deposits, and whether the seller can change pricing mid-stream.
4) Delivery, title, and risk of loss
Make sure you understand who is responsible if goods are damaged in transit and what happens if shipping is delayed.
5) Inspection, acceptance, and remedies
This is your “what happens if it arrives wrong/broken/late” section.
6) Returns, cancellations, and restocking fees
These terms matter more than most people think—especially for inventory purchases or consumer sales.
7) Warranties + disclaimers
Sales agreements often contain strong warranty disclaimers. The practical question is: what protection do you actually have if the product fails?
8) Liability limits and consequential damages
This is where small deals can create big exposure if it’s one-sided or uncapped.
The 10 sales agreement red flags (with negotiation scripts)
1) The product/service bundle is vague
Why it matters: You pay for ambiguity.
Script: “Can we list the exact goods/services, specs/SKUs, quantities, and what’s explicitly excluded?”
2) Mandatory fees are disclosed late or scattered
Why it matters: Surprise fees create disputes and compliance risk.
Script: “Can we summarize the total price in one place, including all mandatory fees and required add-ons?”
3) Price can be changed unilaterally
Why it matters: You can get locked into spend you didn’t intend.
Script: “Can we require written agreement for price changes and specify when new pricing can apply?”
4) Delivery dates are “estimates only” with no remedy
Why it matters: Your operations can break and you have no leverage.
Script: “Can we add a delivery window and specify remedies if delivery is materially late (credit, cancellation right, expedited shipping at seller cost)?”
5) Acceptance is automatic or immediate
Why it matters: You lose your chance to inspect.
Script: “Can we add an inspection/acceptance period (e.g., X days) and define what happens if goods are nonconforming?”
6) Returns/cancellations are one-sided (or punitive)
Why it matters: Restocking fees and “no refunds ever” terms can be dealbreakers.
Script: “Can we clarify return conditions, restocking fees (if any), and a fair cancellation window for undelivered goods?”
7) Warranty is disclaimed broadly or contradicts marketing claims
Why it matters: You may have no real protection if it fails.
Script: “Can we state the warranty clearly in the agreement and ensure it matches what’s been promised in writing?”
8) Remedies are limited to “repair/replace” but timelines are undefined
Why it matters: You can be stuck waiting while losses accrue.
Script: “Can we define repair/replace timelines and add a refund/credit option if the issue isn’t resolved within a reasonable period?”
9) Liability is uncapped or one-sided (especially consequential damages)
Why it matters: Downside can exceed contract value.
Script: “Can we add a reasonable liability cap tied to amounts paid and clarify exclusions/limits for consequential damages?”
10) Dispute forum is impractical (especially cross-border)
Why it matters: You may never enforce your rights in practice.
Script: “Can we choose a practical governing law/venue and include a reasonable escalation process before litigation?”
US↔Canada watch-outs (cross-border sales)
Cross-border sales deals should clearly address:
- Currency/FX fees (USD/CAD) and who pays conversion costs
- Taxes/duties (and who is responsible for customs clearance)
- Shipping terms (who bears risk in transit; insurance expectations)
- Returns across borders (logistics + cost allocation)
- Venue/law (practical enforceability)
Latest legal and regulatory developments affecting sales terms (US + Canada)
Even if your agreement is “B2B,” many businesses also sell to consumers or use online checkout flows—so these developments are worth knowing.
United States: fee transparency and “junk fee” enforcement
The FTC finalized a rule targeting unfair or deceptive fee practices in specific sectors (live-event ticketing and short-term lodging), with an effective date in 2025 and published compliance guidance/FAQs. (Federal Trade Commission)
Practical takeaway: sales contracts and checkout pages should make the total price and mandatory charges clear and conspicuous—don’t bury required fees late in the flow.
United States: “Click-to-cancel” / negative option rule uncertainty
The FTC adopted an amended “Negative Option” (click-to-cancel) rule in 2024, then enforcement timelines shifted and subsequent litigation created uncertainty; a U.S. appeals court vacated the rule in 2025 on procedural grounds (as reported by major outlets). (Federal Trade Commission)
Practical takeaway: regardless of the rule’s status, subscription/renewal programs are a regulatory hotspot. Make renewal terms and cancellation mechanics easy and transparent.
Canada: Competition Act amendments (drip pricing and deceptive pricing focus)
Canada’s Competition Bureau published guidance on the June 2024 amendments, including stronger tools around drip pricing and misleading price representations. (Competition Bureau Canada)
Practical takeaway: if you advertise prices in Canada, ensure mandatory fees aren’t excluded in a way that makes the advertised price unattainable.
Québec: enhanced consumer protections related to durability/repairability and warranties
Québec enacted legislation (Bill 29 / SQ 2023, c 21) amending its Consumer Protection Act, with phased coming-into-force provisions beginning in 2024 and further obligations rolling out later. (CanLII)
Practical takeaway: if you sell goods to Québec consumers (directly or via distributors), warranty/durability and repairability obligations are evolving—avoid overconfident warranty disclaimers and align contract language with actual obligations.
These are high-level watch-outs, not legal advice. If your business sells broadly into regulated consumer markets, get jurisdiction-specific guidance.
When to escalate (pause and get review)
Escalate if:
- it’s a high-value purchase order or long-term supply relationship
- the agreement includes one-sided remedies, uncapped liability, or broad indemnities
- the seller disclaims all warranties but the product is mission-critical
- you rely on delivery timing for revenue/operations
- cross-border shipping/tax responsibility is unclear
- your pricing model includes mandatory add-on fees, subscriptions, or renewals (compliance risk)
CTA section
Want a fast, repeatable workflow to review contracts before you commit?
Start free: Download the Free Contract Risk Checklist
Then use the contract-specific guides:
Questions? Contact ContractRiskCheck
Sales Agreements FAQ
Is a “sales agreement” the same as a purchase order (PO)?
Often the PO plus the seller’s terms (and sometimes a master agreement) form the contract. Conflicts between documents are common—make sure there’s a clear “order of precedence.”
What’s the fastest way to reduce risk?
Get clarity on total price, delivery/acceptance, returns/warranties, and liability caps—those four areas prevent most painful disputes.
Do I need different terms for consumer vs business customers?
Usually yes. Consumer-facing sales can trigger additional statutory requirements, especially around pricing transparency, renewals, and warranties. (Competition Bureau Canada)
External resources (credibility anchors)
- FTC “junk fees” rule announcement and effective-date guidance (Federal Trade Commission)
- FTC fee rule FAQs (compliance guide) (Federal Trade Commission)
- Canada Competition Bureau guide to June 2024 Competition Act amendments (Competition Bureau Canada)
- Québec Bill 29 text (CanLII) and regulatory update (CanLII)
If you want, I can also produce a short “Sales Agreements Guide” teaser for your homepage and a FAQ schema (JSON-LD) block for this page, similar to your other pages.