Terms and Conditions for Goods and Services (B2B) – Goods for Resale
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These Terms and Conditions for Goods for Resale are intended for use where the Seller is supplying both goods and services in the course of a business to business transaction where the goods supplied are to be sold on in their current state to other parties. This template carefully regulates the relationship between both parties, while ensuring that the contractual position of the Seller is safeguarded.
This document has been updated to include greater clarity and efficiency with respect to times through specific reference to “business days”; additional optional provisions pertaining to non-delivery / non-provision; a broader reference to voluntary arrangements (now including IVAs and PVAs in addition to the original CVAs) when allowing the seller to recover goods which have not been paid for or otherwise dealing with default on the part of the buyer; and a more comprehensive governing law and jurisdiction clause, now covering matters outside the strict scope of the terms and conditions or contract. A new, highly comprehensive confidentiality clause has also been added.
Importantly, Clause 10 of the document addresses the reservation of title until full payment is received. Clause 10 can either be a full all sums clause or it can be reduced to a simple reservation of title clause by selecting the appropriate optional wording.
Where a longer business relationship between the seller/provider and the buyer is anticipated it may be better to use the Supply of Goods (long-term) Agreement and/or the Provision of Services (long-term) Agreement.
This template is intended for use only where the seller and buyer are based in the UK and the goods are to be delivered in the UK. For any other case, you should take professional legal advice as to the terms of agreement that will be suitable for your circumstances.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
The Terms and Conditions for Goods for Resale contain the following clauses:
1. Application of Terms and Conditions
2. Definitions and Interpretation
3. Basis of Sale and Service
4. The Goods
5. The Services
6. Price
7. Payment
8. Delivery and Performance
9. Non-Delivery of Goods and Services
10. Risk and Retention of Title
11. Assignment
12. Defective Goods
13. Customer’s Default
14. Liability
15. Confidentiality
16. Communications
17. Force Majeure
18. Waiver
19. Severance
20. Third Party Rights
21. Law and Jurisdiction
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