Terms and Conditions of Sale of Goods for Manufacture (B2B) w/ All Monies
If you wish to use this document in a scenario that involves personal data,
standard clauses for data protection and data processing
are available in our
GDPR & Data Protection Group.
These Terms and Conditions 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
These terms 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 reservation of title clause in these conditions is designed to allow
the seller to obtain the proceeds of any sub-sale of the goods by the buyer
and acquire title in any resulting product manufactured by the buyer using
This document should only be used when both the buyer and seller are UK-based
companies, acting in the course of their business, and delivery of the goods is to be 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 Terms and Conditions for the Sale of Goods for Resale contain the
1. Application of Terms and 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
This document is in open format. Either enter the requisite details in the
highlighted fields or adjust the wording to suit your purposes.
Once you have purchased access to the appropriate document folder click on
the “Download Document” button below. You will be asked what you want to do
with the file. It is recommended that you save the document to a location
of your choice prior to viewing.