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

This A4 Order with attached Full Terms and Conditions – Purchase of Goods (B2B) is an A4 size form that a buyer can use to purchase goods from any of its suppliers. These terms favour the buyer.

The front (page one) of the form comprises the order. The back of the form (page two) contains a pre-printed full set of purchase terms and conditions which continue onto a second sheet (pages three and four). The buyer should fill in page one of the Order and send all four pages to the supplier at the earliest opportunity to ensure that the full purchase terms are sent to the seller as part of the order. 

These terms are quite comprehensive but as a result they are too long to all fit onto the reverse of the order form. Compare the accompanying short form A4 Order for purchase of goods (B2B) here which has only abbreviated terms and conditions which all fit on to the reverse of the short form order. That makes them very convenient to use but more detailed terms such as these A4 Order with attached Full Terms and Conditions – Purchase of Goods (B2B) might be needed in some cases, and you might wish to take legal advice on that point.

The aim of this more detailed template is to:

• provide a simple practical means for a buyer to place an order for goods on detailed purchase terms favouring the buyer
• avoid it having to provide terms of purchase to the seller in a completely separate document
• impose the buyer’s own detailed 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 buyer’s terms of order 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 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 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 with the buyer’s order form.

It is always advisable for you, the buyer, to get the last word in this way, before goods are sent by the seller, in order to try to ensure that you, 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 order form and its pre-printed terms that the terms of this order 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.

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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