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Terms and Conditions Templates

Sale of Goods Terms and Conditions Templates

These professionally drafted Terms and Conditions templates are designed for businesses selling goods to consumers and other businesses on standardised terms. Whether you are making one-off over-the-counter sales, supplying goods on an ongoing basis, or trading internationally, using clear written terms helps ensure that customers understand their rights and obligations from the outset and that your own position is properly protected.

The templates set out below cover a wide range of sale of goods scenarios, from straightforward B2C shop-floor transactions through to complex B2B arrangements involving resale, manufacture-to-order, “all monies” retention of title, hardware and software supply, and export sales. They have been prepared with relevant UK legislation and current best practice in mind, including the Consumer Rights Act 2015 for consumer contracts and the Sale of Goods Act 1979 and related law for business-to-business transactions.

What Do These Sale of Goods Templates Cover?

The range of Sale of Goods Terms and Conditions includes a variety of documents; each designed for a different type of transaction.

Consumer Sale of Goods Templates (B2C)

Sale of Goods Terms and Conditions (B2C)

Consumer-friendly standard terms for on-premises B2C sales, suitable for a broad range of everyday goods. They reflect the for on-premises consumer contracts under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the consumer rights framework more generally.

Sale of Goods Terms and Conditions (Bespoke Goods) (B2C)

Built on the standard B2C terms but adapted for bespoke or customised goods produced or altered to the customer’s specifications. The template includes additional provisions to address the specific risks associated with made-to-order items while remaining clear and accessible for consumers.

Business-to-Business Sale of Goods Templates (B2B)

Sale of Goods Terms and Conditions (B2B)

Comprehensive B2B sale of goods terms providing robust protections for the seller and carefully regulating the relationship between buyer and seller. They are suitable for a wide range of business-to-business transactions where you are selling goods on your own standard terms.

Sale of Goods for Resale Terms and Conditions (Retention of Title) (B2B)

B2B resale terms where goods are supplied to a buyer for onward resale, with retention of title provisions that protect the supplier until payment is received. These terms help manage credit risk and clarify how and when ownership of goods passes down the chain.

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

B2B terms for the sale of goods to buyers who will use those goods in the manufacture of other products, with retention of title and an “all monies” clause included. These terms help to protect the seller where goods sold are integrated into new products while payment has not yet been received.

Hardware and Software Supply Terms and Conditions (B2B)

Terms for B2B supply of hardware and software. These conditions address key points including risk and retention of title, supplier-driven changes to products, IP rights and software licence terms.

Terms and Conditions of Purchase

Standard B2B purchase terms for buyers who wish to contract on their own conditions rather than accepting the seller’s terms. They provide a framework that protects the buyer’s position and can be referred to when placing orders with suppliers.

Terms and Conditions of Export

Export sale terms for use by a UK supplier selling goods to an overseas business customer, including within the EU. These conditions are designed to give the seller strong contractual protection and can be adapted to reflect the particular needs of the export arrangement.

Supporting Letters

Two letter templates designed to assist in the negotiation of terms. The first is designed for situations in which you wish to reject another party’s terms and offer your own in their place, again helping to ensure that your standard terms govern the contract. The second is for sellers who seek to reject a buyer’s terms and reassert their own conditions of sale, helping to address “battle of the forms” situations where both parties seek to rely on their standard terms.

Why Use These Templates?

Having clear, written terms of business in place is essential for managing legal and commercial risk. Using these templates helps your business to:

  • Apply consistent terms across all sales or purchases;
  • Align consumer-facing documents with the Consumer Rights Act 2015 and the Consumer Contracts Regulations where applicable;
  • Build in appropriate protections for B2B trading, including retention of title, “all monies” security, limitations and exclusions of liability, and clear payment and delivery terms;
  • Reduce the risk of misunderstandings and disputes by ensuring that both parties know where they stand before orders are placed; and
  • Support a professional and organised approach to contracting both with consumers and other businesses.

Related Templates

A range of other Terms and Conditions templates are available to complement the Sale of Goods documents, including:

For more information about each document in this range, please click on the links below:

Sale of Goods Terms and Conditions Templates is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.

Frequently Asked Questions

I run a shop selling to the public. Which sale of goods terms do I need? +
Use the consumer (B2C) sale of goods terms for standard sales on your premises. As a consumer seller you must meet the Consumer Rights Act 2015, so the goods have to be of satisfactory quality, fit for purpose and as described, and you cannot contract out of those rights. If you make items to a customer's own specification, use the bespoke B2C version, because personalised goods lose the usual cancellation right that applies to off-premises and distance sales under the Consumer Contracts Regulations 2013. The standard B2C terms suit a broad range of everyday goods.
What is retention of title and when do I need it? +
Retention of title means you keep legal ownership of goods you have supplied until you have been paid, even after the buyer has taken delivery. The Sale of Goods Act 1979 lets the seller reserve ownership in this way, so if a business buyer fails to pay or becomes insolvent you may be able to recover unpaid goods rather than queue as an unsecured creditor. Simply-Docs builds retention of title into its B2B resale and manufacture terms. An all monies version keeps title until the buyer has paid everything owed to you, not just the invoice for those particular goods.
I sell goods to other businesses. Do I need different terms from my consumer sales? +
Yes. Business to business sales run under the Sale of Goods Act 1979 rather than the Consumer Rights Act 2015, so you can shape far more of the deal, including payment, delivery, when risk passes and how liability is limited, provided your exclusions are reasonable under the Unfair Contract Terms Act 1977. One thing you cannot exclude is your implied undertaking as to title under section 12. The Simply-Docs B2B sale of goods terms give the seller strong protection and regulate the buyer relationship, with resale and manufacture variants where retention of title matters.
I am the buyer and want to contract on my own conditions, not the seller's. What do I use? +
Use the Terms and Conditions of Purchase, drafted for a buyer who wants its own terms to govern rather than accepting the supplier's. In practice both sides often try to impose their standard terms, the so called battle of the forms, and as a general rule the last set of terms put forward and then accepted by conduct, for example by delivery or acceptance, tends to govern. Simply-Docs also provides letters to reject a seller's terms and reassert your own, which help you put your conditions forward last.
Do I need special terms to sell goods abroad? +
Yes, export sales raise issues domestic terms do not cover, so use the Terms and Conditions of Export. These deal with which party arranges and pays for carriage and insurance, the point at which risk in the goods passes, currency and payment security and which country's law and courts govern the contract. Standard domestic terms usually leave these open, which is a problem the moment a dispute crosses a border. The export template is built for a UK supplier selling to an overseas business customer and is adapted to the particular deal.
My goods get built into my customer's products before they pay me. Which terms protect me? +
Use the sale of goods for manufacture terms with an all monies retention of title clause. A basic retention clause can be weakened once your goods are altered or mixed into something new, so this version is drafted to keep title, or a share of the resulting product, until the buyer has paid everything owed to you. It is aimed at suppliers whose goods become components in the buyer's manufacturing. Because clauses over manufactured goods can be tested in disputes, tailor this carefully and take advice if large sums ride on it.
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