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
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
These Sale of Goods for Resale Terms and Conditions contain the following
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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