Standard Sale of Goods Terms and Conditions Template

Terms and Conditions of Sale of Goods (Business To Business)


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

This template has been updated and now includes a "Contract Schedule", the use of which enables the terms and conditions to be easily converted into a binding agreement. The new contract schedule should be used in conjunction with the terms and conditions and cannot stand alone as a contract. The terms may still stand alone as a set of standard (often pre-contractual) terms and conditions.

This document should only be used when both the buyer and the seller are UK-based companies, acting in the course of their business, and delivery of the goods is only to take place in the UK.

If the parties wish to enter a long term supply of goods relationship then a Long Term Supply Agreement may be more appropriate.

The retention of title provision in these terms and conditions does not allow for the recovery of proceeds of a sub-sale or the acquiring of title in subsequently manufactured goods. If you are to supply goods for these purposes it is recommended that you use terms and conditions designed for use with either goods for resale or manufacture.

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 template.

This document is duplicated in the Sale and Supply of Goods Agreements group.

These Standard Terms and Conditions for the Sale of Goods 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

And the following Schedule:

1. Contract of Sale

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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