Terms of Business – Sale of Goods for Manufacture (Business to Business)
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These Terms of Business for the Sale of Goods for Manufacture provide a comprehensive series of protections for the Seller in a business to business transaction, carefully regulating the relationship between Buyer and Seller.
This document has been updated to include greater flexibility with regard to discounts; greater clarity and efficiency with respect to times through specific reference to “business days”; additional optional provisions pertaining to non-delivery; a broader reference to voluntary arrangements (now including IVAs and PVAs in addition to the original CVAs) when allowing the seller to recover goods which have not been paid for or otherwise dealing with default on the part of the buyer; and a more comprehensive governing law and jurisdiction clause, now covering matters outside the strict scope of the terms and conditions or contract.
These terms of business contain enhanced provision with regard to risk and title. Clause 10 provides for the retention of title by the seller in the goods until full payment is received. This provision can either be a simple reservation of title clause by deleting the optional sub-Clause 10.3, or it can be extended to an all sums or all monies clause by including that option.
The Reservation of Title clause in these conditions 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.
This template should be used when both Buyer and Seller are UK-based companies, acting in the course of their business, where the goods are for delivery only in the UK. If the parties are wishing to enter a long term supply of goods relationship the Long Term Supply Agreement may be more appropriate.
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 duplicated in the Terms and Conditions group.
These Terms of Business for the Sale of Goods for Manufacture contain the following clauses:
1. Application of Terms and Conditions
3. Basis of Sale
4. Orders and Specifications
10. Risk and Retention of Title
12. Defective Goods
13. Buyer's Default
14. Limitation of Liability
15. Confidentiality, Publications and Endorsements
17. Force Majeure
20. Third Party Rights
21. Law and Jurisdiction
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