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Terms and Conditions of Sale of Goods for Manufacture (B2B) w/ All Monies


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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 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.

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 option.

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 the goods.

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 group.

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

1. Application of Terms and 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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