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

These Terms and Conditions for the Sale of Goods for Resale are designed for business-to-business (B2B) transactions and provide comprehensive protections for the seller, carefully regulating the relationship between buyer and seller.

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.

Use these terms where goods are supplied for onward resale

This template is intended for situations where the buyer purchases goods for onward resale and the seller wants enhanced protections on risk and title.

For standard B2B sales terms not tailored to resale arrangements, see Sale of Goods Terms and Conditions (B2B).

Retention of title options, including all sums / all monies

Clause 10 includes enhanced provisions on risk and title, providing for retention of title by the seller until full payment is received.

The retention of title mechanism can be used as a simple reservation of title clause (by deleting the optional sub-clause 10.3) or extended to an all sums / all monies clause (by including that option).

The reservation of title clause is designed to allow the seller to obtain the proceeds of any sub-sale of the goods by the buyer and acquire title in any resulting product manufactured by the buyer using the goods.

UK-only scope and long-term supply

This document should be used only where both the buyer and seller are UK-based companies acting in the course of their business and delivery of the goods is to be in the UK.

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

Updates and what the terms cover

• Greater flexibility around discounts
• Greater clarity and efficiency on timing by using “business days”
• Additional optional provisions dealing with non-delivery
• Broader references to voluntary arrangements (including IVAs and PVAs, as well as CVAs) when dealing with buyer default and seller recovery of unpaid goods
• A more comprehensive governing law and jurisdiction clause, covering matters outside the strict scope of the terms and conditions/contract
• Standard sale mechanics (orders/specifications, price and payment, delivery, inspection/shortage and non-delivery)
• Defective goods, buyer default, limitation of liability, confidentiality and communications
• Force majeure and general legal provisions (including third party rights and governing law/jurisdiction)

If you are buying rather than selling on standard terms, see Terms and Conditions of Purchase.

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