Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Selling a used car to a neighbour, buying a piece of machinery from a private seller, or passing on a valuable collectible to another individual all carry the same risk: without something in writing, it can be difficult to prove what was agreed if things go wrong later. A Sale and Purchase of Goods Agreement records the terms between the two sides so each person knows where they stand.
On this page I walk through what this kind of agreement typically covers, when it is the right fit, and the points worth thinking about before money changes hands. If you want to talk it through with someone before committing, there is an option at the bottom of the page to book a call with an experienced legal adviser.
What this document is
A Sale and Purchase of Goods Agreement is a written contract that records the transfer of ownership of physical items from one party to another in return for a price. It is most commonly used for private transactions, meaning deals between two individuals, or between an individual and a company, where the buyer is not a consumer purchasing from a trader in the ordinary course of business.
That distinction matters because consumer sales by businesses fall under the Consumer Rights Act 2015, which imposes protections that private sales do not carry in the same way. The agreement sets out who is buying, who is selling, what is being sold, the price, how and when the goods will be handed over, and on what basis.
It is for tangible items, not services, and it typically records the sale on an 'as is' or 'as seen' footing, meaning the buyer accepts the goods in their current condition once they have had the chance to inspect them. The Sale of Goods Act 1979 still governs many of the underlying concepts around title and description even in private sales.
How to use this document
Identify the parties clearly. Write down the full legal names and addresses of both the buyer and the seller. If one side is a company, use the registered company name and number. Getting this right matters because the agreement needs to be enforceable against the correct person if a dispute ever arises later.
Describe the goods in detail. Vague descriptions cause arguments. Record the make, model, serial numbers, condition, quantity, and any defining features of what is being sold. For vehicles, include the registration and VIN. For second-hand items, note visible wear so neither side can later claim they were misled about the state of the goods.
Agree the price and payment terms. Set out the total price, whether it is inclusive of anything such as delivery, the payment method, and the date payment is due. If a deposit is being paid, make clear whether it is refundable and in what circumstances. Unclear payment terms are one of the most common reasons private sales end up in disagreement.
Deal with delivery and transfer of title. Spell out where and when the goods will be handed over, who bears the cost of transport, and at what point ownership (legal title) passes from seller to buyer. Risk of loss or damage often passes at the same point, so be explicit. The seller should also confirm the goods are theirs to sell and free from any charges.
Record the 'as seen' basis and sign. Private sales are usually made without the broader protections that apply to consumer purchases from traders. Confirm in writing that the buyer has inspected the goods and accepts them in their current state, subject to the seller's confirmation of ownership. Both parties should sign and date, each keeping a copy.
Q Can I use this kind of agreement when buying from a business?
A private sale agreement is designed for one-off transactions between individuals, or between an individual and a company selling something outside its usual trade. If you are buying from a business as a consumer, the Consumer Rights Act 2015 gives you statutory protections that cannot be reduced by contract, so a standard private sale template may not be the right fit for that situation.
Q What does 'sold as seen' actually mean?
It means the buyer accepts the goods in their current condition, having had the opportunity to inspect them. It limits the buyer's ability to come back later complaining about faults that were visible or could reasonably have been discovered on inspection. It does not, however, allow a private seller to actively lie about the condition or hide known defects, as misrepresentation remains a separate legal issue.
Q When does ownership of the goods actually transfer?
Ownership, known as title, passes at whatever point the agreement specifies. Commonly this is on full payment or on physical handover, whichever the parties agree. If the agreement is silent, the Sale of Goods Act 1979 provides default rules, but it is much cleaner to state the moment expressly so there is no ambiguity if something goes wrong between payment and collection.
Q Do I need to have the agreement witnessed?
A standard sale of goods agreement does not generally need to be witnessed to be valid. A signature from each party is usually enough. Witnessing is more associated with deeds, which are a different form of document. That said, having a witness can help with evidence later if one side ever tries to deny they signed, so some people choose to include one.
Q What happens if the goods turn out not to belong to the seller?
If a seller sells goods they do not actually own, the buyer can generally recover from the seller under the implied term as to title in the Sale of Goods Act 1979. This is one reason the agreement should include a clear statement from the seller that the goods are theirs and are free from any liens, finance agreements, or third-party claims.
Q Does this kind of agreement cover services as well as goods?
No. A Sale and Purchase of Goods Agreement deals only with tangible physical items. If services are also being provided, such as installation, training, or ongoing maintenance, that element needs its own contractual terms. Mixing the two in a single goods-only agreement tends to create gaps, because the legal framework for services works differently.
Private sales look simple on the surface, but small gaps in the wording around title, condition, or payment can cause real problems later. An experienced legal adviser can help you think through the key points based on what you describe on the call, so you feel sure before anything is signed.
✓Plain-English answers to your specific questions about the sale
✓Practical perspective on what to watch out for in your circumstances
✓Guidance tailored to what you describe about the goods and the other party
✓A clearer sense of your next steps before you commit
Personal call · For information only · Independent advisers
Written & reviewed by
Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.
