A4 Order Form with Terms and Conditions – Purchase of Goods (B2B)

This A4 Order Form with Terms and Conditions – Purchase of Goods (B2B) is a one-page order form that a buyer can conveniently use to purchase goods from any of its suppliers. The front of the form is the order form itself, and the buyer should fill it in and send it to the supplier at the earliest opportunity. 

The reverse of the form contains a pre-printed form set of terms and conditions. They are relatively brief and generic in nature. Whilst they favour the buyer, these terms are not meant to be comprehensive or to be used for purchase of any particular type of goods. They are deliberately abbreviated so as to ensure that they are short enough to easily fit on to only one side of A4 without being too small to be read. 

If, as a buyer, you instead wish to use more comprehensive terms and conditions of purchase, a more detailed set of A4 Order Form purchase terms and conditions can be found here (and another more detailed set can be found here or here), but these are much longer and cannot be fitted onto the reverse of an order form.

The primary aim of this A4 Order Form with Terms and Conditions – Purchase of Goods (B2B) is not to provide comprehensive terms of purchase but instead:

• provide a simple practical means for a buyer to place an order for goods
• avoid it separately having to provide terms of purchase to the seller
• impose the buyer’s own standard terms and conditions on the seller as the terms of the purchase transaction
• exclude any and all seller’s terms from having any effect in relation to the transaction.

If the buyer submits this order form to the seller, and the seller does not at any stage submit any of its own terms to the buyer, the buyer should be able to claim with some confidence that the provisions on the reverse of the buyer’s order form are agreed between the parties and that those terms, and no other terms, govern the purchase transaction.

However, if the seller submits its own terms to the buyer (whether printed on a quotation or other form or sent as a stand-alone set of terms) before the buyer submits this A4 order form to the seller, the buyer can still claim that, where the buyer submits the order form to the seller, the buyer’s terms, and not any of the seller’s terms apply to the transaction. 

Where though a seller submits any terms of its own to the buyer at any stage after the buyer has issued this A4 order form to the seller, the buyer should communicate in writing with the seller before the seller tenders delivery of any goods, making clear that none of the seller’s terms are accepted or agreed and that the only terms that will apply are the buyer’s terms as set out on the buyer’s order form.

It is always advisable to get the last word in this way, before goods are sent by the seller, in order to try to ensure that you, as the buyer, win this “battle of the forms” and succeed in having your terms applying to the exclusion of any seller’s terms. 

It is often not a straightforward task to establish as a matter of contract law whose terms actually govern a transaction, and it is recommended that, to clarify the position in any given case, you should obtain professional independent legal advice on the question and not assume that just because you have submitted this A4 order form that the terms on its reverse apply and that no other terms apply instead or as well. 

Despite the above, it is preferable, if possible, for a buyer to do more than to simply insist on its terms and assume that its terms prevail. A more constructive and co-operative approach to this aspect of contract management may be to agree clearly with the seller at the commencement of the trading relationship that the buyer’s terms and conditions apply to all transactions between them. 

A buyer might of course not be in a strong enough commercial position to insist on its own terms, and it might be forced for commercial reasons to accept that its purchases will have to be on the basis of the seller’s (standard or other) terms of sale. 

This template is suitable for use only where the purchase is not a consumer purchase, both parties are based in the UK, and the goods are to be delivered in the UK. 

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.

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