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Sale or Return Terms and Conditions of Sale


These Sale or Return Terms and Conditions of Sale expand upon the standard business-to-business terms and conditions of sale of goods, including new clauses providing for sale or return of goods.

This document is designed for use in business-to-business transactions (and is thus not suitable for consumer transactions) where the seller and buyer are both based in the UK and the goods are delivered to the buyer in the UK.

In addition to provisions which carefully regulate the standard sale of goods from one business to another (usually for resale), the buyer has the option to return goods to the seller within a defined period in exchange for a full refund. The sale or return provisions should not be confused with provisions governing defective goods. Sale or return applies specifically to undamaged goods which the buyer simply does not want to keep. Separate provisions within these terms of sale govern defective and damaged goods.

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. These terms and conditions are best suited to one-off transactions (or a series thereof). For long-term supply arrangements the Long Term Supply (Sale or Return) Agreement may be more appropriate. Alternatives of both this document and the Long Term Supply Agreement which do not include sale or return provisions are also available.

These Sale or Return Terms and Conditions of Sale contain the following sections:

1. Definitions and Interpretation
2. Basis of Sale
3. Orders and Specifications
4. Price
5. Payment
6. Delivery
7. Non-Delivery
8. Inspection / Shortage
9. Risk and Retention of Title
10. Assignment
11. Defective Goods
12. Sale or Return
13. Risk and Retention of Title in Returned Goods
14. Buyer’s Default
15. Limitation of Liability
16. Confidentiality, Publications and Endorsements
17. Notices
18. Force Majeure
19. No Waiver
20. Severance
21. Third Party Rights
22. [Dispute Resolution (Arbitration)]
23. 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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