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Standard Terms of Business – Supply of Goods and Services

Terms and Conditions for Supply of Goods and Services (B2B)


If you wish to use this document in a scenario that involves personal data, standard clauses for data protection and data processing are available in our UK GDPR & Data Protection Group.

These Terms and Conditions for Goods and Services are intended for use where the Seller is supplying both goods and services in the course of a business to business transaction. This 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.

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 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

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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