Sale of Goods Terms and Conditions (B2B)
These Standard Terms and Conditions for the Sale of Goods are designed for business-to-business (B2B) transactions and provide comprehensive protections for the seller, carefully regulating the relationship between buyer and seller.
Use these terms for UK-only B2B sales on the seller’s standard conditions
This document should be used only where both parties are UK-based companies acting in the course of their business and delivery of the goods takes place in the UK.
If you are selling to an overseas business customer, see Terms and Conditions of Export.
Includes a Contract Schedule to convert the terms into a binding agreement
This template includes a Contract Schedule which can be used with the terms and conditions to convert them into a binding agreement.
The Contract Schedule should be used in conjunction with the terms and conditions and cannot stand alone as a contract. The terms may also be used on a standalone basis as standard (often pre-contractual) terms and conditions.
Consider specialist terms for resale, manufacture or long-term supply
If the parties intend to enter a long-term supply relationship, a Long Term Supply Agreement may be more appropriate.
The retention of title provision in these terms and conditions does not allow for recovery of proceeds of a sub-sale or the acquiring of title in subsequently manufactured goods. If you are supplying goods for resale or for use in manufacture, use terms designed for those purposes, such as Sale of Goods for Resale Terms and Conditions (Retention of Title) (B2B) or Sale of Goods for Manufacture Terms and Conditions (+ All Monies) (B2B).
If you are buying rather than selling on standard terms, see Terms and Conditions of Purchase.
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 and buyer’s default
- Limitation of liability, confidentiality and communications
- Force majeure and general legal provisions (including third party rights and governing law/jurisdiction)
- Contract Schedule: Contract of Sale
Where the supply involves hardware and software, see Hardware and Software Supply Terms and Conditions (B2B).
Sale of Goods Terms and Conditions (B2B) is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.