How to review a purchase agreement for goods

A purchase agreement for goods, whether a one-off equipment purchase or a supply contract with repeat orders, is governed in most US states by Article 2 of the Uniform Commercial Code. Article 2 fills gaps the contract leaves and sets rules for warranties and remedies that the parties have to work around deliberately. This checklist covers the clauses to check and how to review the agreement in Word with LexDraft.

Last checked: 17 October 2026. The law changes; check the current position before relying on this page.

Which kind of purchase agreement is this?

"Purchase agreement" is used for very different documents. This page covers the sale of goods. For a business acquisition, see our asset purchase agreement guide. Real estate purchase agreements follow different rules and are not covered here.

Clause checklist

• Goods and specifications. Describe the goods, specifications, quantities and any samples or models. Under UCC section 2-313 descriptions, samples and models can create express warranties.
• Price and payment. Price, taxes, currency, deposit, payment milestones and late payment.
• Battle of the forms. If the buyer's purchase order and the seller's acknowledgment have different terms, UCC section 2-207 decides which terms apply between merchants, and the result is often not what either side expected. State which document governs and that the other's standard terms are rejected.
• Delivery and shipping terms. Delivery point, date, and whether time is of the essence. If you use trade terms such as FOB or Incoterms 2020 rules, say which set applies.
• Risk of loss and title. State when risk passes and when title passes. Without agreement, UCC section 2-509 sets default rules that depend on the shipping arrangement.
• Inspection and acceptance. Inspection period, rejection procedure and what counts as acceptance.
• Warranties. Express warranties, the implied warranty of merchantability (section 2-314) and fitness for a particular purpose (section 2-315). A disclaimer of merchantability must mention merchantability and, if written, be conspicuous; a disclaimer of fitness must be in writing and conspicuous (section 2-316).
• Limited remedies. Repair or replace remedies are common. If an exclusive remedy fails of its essential purpose, other UCC remedies may become available (section 2-719), so check how the cap and exclusions interact.
• Limitation of liability. Cap, exclusion of consequential damages, and carve-outs. Excluding consequential damages for personal injury from consumer goods is prima facie unconscionable under section 2-719(3).
• Limitations period. The UCC period is four years from breach, and the parties can shorten it to not less than one year (section 2-725).
• International sales. If the buyer and seller are in different countries that are parties to the UN Convention on Contracts for the International Sale of Goods (CISG), the CISG may apply automatically unless the contract expressly excludes it. A plain choice of a state's law may not be enough.
• Compliance. Export controls, product safety, and any supplier code of conduct.

A purchase agreement review workflow in Word

LexDraft is a Word add-in from Microsoft AppSource. It opens as a side panel in Word 365 (Windows and Mac), Word 2021 and Word on the web, so the agreement never leaves the tool you already draft in.

1. Open the agreement in Word and open LexDraft in the side panel.
2. Pick the governing law. Select the state named in the governing law clause so LexDraft looks for state-specific red flags.
3. Run the review. LexDraft has four built-in playbooks (NDA, SaaS MSA, DPA and services agreement) and no dedicated purchase agreement playbook, so this runs as a general review against the governing law you chose. Use the checklist on this page to direct your own read.
4. Triage by severity. Findings are graded Critical, High, Medium or Low, and LexDraft flags standard terms that are missing.
5. Run the quick checks. The defined-term and cross-reference checks are rule-based and run without AI.
6. Accept or reject each redline. Accepted changes land as native Word tracked changes.
7. Verify and sign off. You check every output before it goes to the client or the other side.

What LexDraft does not do

LexDraft does not give legal advice, value goods or check specifications. Nothing changes in your contract until you accept a redline.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. Spotted something out of date? Email support@lexdraft.ai and we will fix it.