Terms and Conditions of Sale

This is a standard terms and conditions of sale template, designed for use in relation to the supply of products by a supplier to a business customer. It may be adapted for use in relation to a wide range of products and product supply arrangements.

Some of the key provisions include:

• Definition of "products": what, exactly, will be supplied under the terms and conditions?
• Contracts: how are particular orders for products made, and at what point do orders become legally binding contracts?
• Delivery: when and how will products be delivered (or collected)?
• Title: when does ownership of the products pass to the buyer? Upon receipt of the products, or only after payment has been received by the supplier in full?
• Warranties: what warranties does the supplier give in respect of the products?

The contents, in full, are: (1) Definitions and interpretation, (2) These Terms, (3) Contracts, (4) Delivery, (5) Title, (6) Customer obligations, (7) Prices and payment, (8) Warranties, (9) Complaints, credits and replacements, (10) Limitations and exclusions of liability, (11) Termination, (12) Effects of termination, and (13) General.

This terms and conditions of sale document is 9 pages long (including guidance notes) and is supplied via email link in MS Word format.

For more information about contracts of sale and supply, and for links to third party resources, see our sale and supply contract resource page.

How do these T&Cs anticipate being incorporated into the contracting process?

The terms and conditions of sale suggest two quite different contracting processes.

The first deems that each written quotation for the supply of the products is an offer to supply, and that a contract will only come into force when the supplier has given a written quotation which has been accepted by the customer within a specified period (e.g. 10 working days).

The second provides that the customer's orders constitute the contractual offer, which is accepted by the supplier when an order confirmation is issued.

Are these terms and conditions of sale designed for use online?

No, although with a little work they can be adapted for an online sale process.

Where title to the products is retained by the seller, what obligations are placed on the buyer?

Under section 5 the buyer must, in these circumstances:

• store the products in a secure, safe, dry and clean environment separately from other products and goods,
• deliver up the Products to the Supplier upon demand,
• ensure that the products are easily identifiable as belonging to the supplier,
• not deface, destroy, alter or obscure any identifying mark on the Products or their packaging, and
• ensure that no charge, lien or other encumbrance is created over the Products.

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