Terms of Business – Sale of Goods for Resale (Business to Business)
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These Terms of Business for the Sale of Goods for Resale provide a
comprehensive series of protections for the Seller in a business to
business transaction, carefully regulating the relationship between Buyer
This template 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
The retention of title provision in these conditions does not allow for
acquiring title in subsequently manufactured goods. If you are to supply
goods for the purpose of manufacture it is recommended that you use the
Terms of Business for the Sale of Goods for Manufacture.
This document should be used when both Buyer and Seller are UK-based
companies, acting in the course of their business, where delivery of the goods is to be 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 template is duplicated in the Terms and Conditions group.
These Terms of Business for the Sale of Goods for Resale contain the
1. Application of 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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