Terms and Conditions for Supply of Goods and Services (B2B) w/ All Monies
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These Terms and Conditions for Goods and Services with all Monies 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 used in the manufacture of something else. The document carefully
regulates the relationship between both parties, while ensuring that the
contractual position of the seller is safeguarded.
This template 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 terms and conditions provides for an all sums
or all monies clause reserving title until all debts outstanding are
settled. 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)
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 and Services with all Monies contain the
1. Application of Terms and Conditions
2. Definitions and Interpretation
3. Basis of Sale and Service
4. The Goods
5. The Services
8. Delivery and Performance
9. Non-Delivery of Goods and Services
10. Risk and Retention of Title
12. Defective Goods
13. Customer’s Default
17. Force Majeure
20. Third Party Rights
21. Law and Jurisdiction
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