Free Sales & Purchase Agreement (SPA) Template
A ready-to-edit Sales and Purchase Agreement (SPA) draft used for physical commodity trades. Word (DOCX) and PDF format, aligned to UCP 600 and Incoterms 2020.
What this template includes
This Sales & Purchase Agreement template includes: Definitions and parties, Product and specification, Delivery, Price and payment, Inspection, Force majeure and arbitration.
| Clause | What it does | Why it protects you |
|---|---|---|
| Definitions and parties | Defines Seller, Buyer, Product, Delivery Point, Contract Quantity, Contract Price and Effective Date. | Consistent definitions stop the same word meaning different things in different clauses. |
| Product and specification | Guaranteed specification with rejection limits and the sampling and analysis method (ASTM, ISO or ISBT). | Gives an objective test for accepting or rejecting the cargo. |
| Delivery | Incoterms 2020, load and discharge port, lifting schedule, laytime and demurrage rate. | Allocates cost, risk and delay charges before they arise. |
| Price and payment | Fixed or index-linked price, irrevocable MT700 LC, issuing and confirming bank. | Terms written to map onto MT700 fields reduce the risk of LC discrepancies. |
| Inspection | Independent inspector with quality and quantity final at load or discharge. | Settles quality disputes with neutral evidence. |
| Force majeure and arbitration | Force majeure catalogue, governing law and ICC arbitration seat and rules. | Provides a predictable route when performance fails or a dispute arises. |
Clause summaries are drafting guidance, not legal advice. Have the final document reviewed under its governing law.
What this document is, and is not
This SPA is a commercial drafting template that records what the parties intend or have agreed at one stage of a deal. It is not a bank instrument, not proof of product or funds, and not a substitute for qualified legal counsel in the governing-law jurisdiction.
Typical deal sequence: CIS → LOI or ICPO → SCO/FCO → SPA → LC/SBLC.
Next steps: price the payment instrument with the LC Cost Calculator, agree the delivery term with the Incoterms 2020 cost and risk split, and prepare documents with the LC documents checklist. Background: letter of credit guide.
This SPA template is the master contract every commodity trade references. It covers product specification, quantity and tolerance, price mechanism (fixed or index-linked), Incoterms 2020 delivery point, laytime and demurrage, MT700 LC or SBLC payment, inspection regime (SGS, Intertek, SAYBOLT), force majeure catalogue, and ICC arbitration seat.
Use it as a starting sample for CIF, FOB, CFR, DAP or EXW deals across oil products, coal, petcoke, sugar, urea, aluminium, copper and other bulk commodities. Every clause is written so the terms translate cleanly into MT700 LC fields when your bank issues the instrument.
The Word version is fully editable so counsel can adapt the governing law, arbitration seat, quantity tolerance and price formula for your specific transaction. The PDF is a print-ready reference copy.
Numerical Example: SPA Utilization
Typical application of the SPA in a standard bulk commodity transaction. Use TradeDox Pro for auto-drafting LC-compatible clauses.
What's inside
- The master contract: everything downstream references it.
- SPA terms map onto MT700 LC fields for clean issuance.
- Force majeure, inspection and arbitration clauses that hold up.
- Governs every shipment and every extension or rollover.
Document preview
Frequently asked questions
Where can I download a free Sales and Purchase Agreement template?
Right here. This page hosts a free SPA template in editable Word (DOCX) and print-ready PDF format, no payment required. Sign in to unlock the DOCX; the PDF preview is open to everyone.
What clauses should a commodity SPA include?
Definitions and parties, product and specification, quantity and tolerance, delivery Incoterms and schedule, price and payment (LC/SBLC), inspection, title and risk transfer, force majeure, confidentiality, governing law and arbitration. This template ships with all of them.
Is this SPA template legally binding?
The template is a drafting sample, not legal advice. Once both parties sign and consideration is exchanged, it is binding under the governing law you insert. Always have counsel review before execution.
Does the SPA align with UCP 600 and Incoterms 2020?
Yes. Payment terms map directly to MT700 LC fields under UCP 600, and the delivery clause references Incoterms 2020 rules (FOB, CIF, CFR, DAP, EXW). URDG 758 applies where an SBLC is issued as a demand guarantee.
Can I use this SPA for oil, coal, metals or agri commodities?
Yes. The structure works for petcoke, coal, LNG, base metals, sugar, urea, fertilisers and agri products. Adjust the specification annex, inspection method (ASTM, ISO, GAFTA, FOSFA) and price formula for your commodity.