Terms of Business – Sale of Goods for Resale (Business to Business)
These Sale of Goods for Resale Terms and Conditions are designed for business-to-business (B2B) transactions and provide comprehensive protections for the seller, carefully regulating the relationship between buyer and seller.
If your arrangement involves personal data, you may need additional data protection and data processing terms. Standard clauses are available in our UK GDPR & Data Protection materials.
Use these terms where goods are supplied for onward resale
These terms are intended for use where the buyer purchases goods for onward resale, and the seller wants robust contractual protections (including stronger controls around risk and title).
For standard B2B sales not specifically linked to resale, 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. It provides 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 approach (by including that option).
When not to use this template
The retention of title provisions in these conditions do not allow for acquiring title in subsequently manufactured goods. If you are supplying goods for the purpose of manufacture, use Sale of Goods for Manufacture Terms and Conditions (+ All Monies) (B2B).
These terms should be used only where both parties are UK-based companies acting in the course of their business and delivery takes place in the UK. If the parties wish to enter a long-term supply relationship, a Long Term Supply Agreement may be more appropriate.
Updates and drafting features in this version
- 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) where the seller is seeking to recover unpaid goods or otherwise address buyer default
- A more comprehensive governing law and jurisdiction clause, extending to matters outside the strict scope of the terms and conditions/contract
What the terms cover
- Application of conditions, interpretation and basis of sale
- Orders and specifications
- Price, payment and delivery (including non-delivery and inspection/shortage)
- Risk and retention of title
- Defective goods, buyer default and limitation of liability
- Confidentiality, 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.
Terms of Business – Sale of Goods for Resale (Business to Business) is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.