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Sale of Goods Terms of Business Template

Terms of Business – Sale of Goods (Business to Business)


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 of Business for the Sale of Goods provide a comprehensive series of protections for the Seller in a business to business transaction, carefully regulating the relationship between Buyer and Seller.

These terms of business have been updated and now include a "Contract Schedule", the use of which enables the terms to be easily converted into a binding agreement. The new contract schedule should be used in conjunction with the terms of business and cannot stand alone as a contract. The terms may still stand alone as a set of standard (often pre-contractual) terms and conditions.

This document should be used when both Buyer and Seller are UK-based companies, acting in the course of their business, and delivery of the goods is to be only in the UK.

If the parties wish to enter a long term supply of goods relationship then a Long Term Supply Agreement may be more appropriate.

The retention of title provision in these terms and conditions does not allow for the recovery of proceeds of a sub-sale or the acquiring of title in subsequently manufactured goods. If you are to supply goods for these purposes it is recommended that you use terms and conditions designed for use with either goods for resale or manufacture.

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 template is duplicated in the Terms and Conditions group.

These Terms of Business for the Sale of Goods contain the following clauses:

1. Application of Conditions
2. Interpretation
3. Basis of Sale
4. Orders and Specifications
5. Price
6. Payment
7. Delivery
8. Non-Delivery
9. Inspection/Shortage
10. Risk and Retention of Title
11. Assignment
12. Defective Goods
13. Buyer’s Default
14. Limitation of Liability
15. Confidentiality, Publications and Endorsements
16. Communications
17. Force Majeure
18. Waiver
19. Severance
20. Third Party Rights
21. Law and Jurisdiction

And the following Schedule:

1. Contract of Sale

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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