Welcome to Simply-Docs

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.

Once you have purchased access to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.

Terms of Business – Sale of Goods (Business to Business) is part of Business Documents. Just £35.00 + VAT provides unlimited downloads from Business Documents for 1 year.

Simply-4-Business Ltd Registered in England and Wales No. 4868909 Unit 100, Parkway House, Sheen Lane, London SW14 8LS