Sale of Goods Terms and Conditions Template with Retention of Title

Terms and Conditions for Resale Goods with Retention of Title


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These Sale of Goods for Resale Terms and Conditions provide a comprehensive series of protections for the Seller in a business to business transaction, carefully regulating the relationship between the buyer and seller.

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.

This document contains 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 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 Standard Terms & Conditions for Sale of Goods for Manufacture.

These terms should only be used when both the buyer and seller are UK-based companies, acting in the course of their business, and delivery of goods is 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 Sale and Supply of Goods Agreements group.

These Sale of Goods for Resale Terms and Conditions 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

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