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Terms and Conditions of Sale – B2B – Goods and Services

Our terms and conditions:

  • money-back guarantee
  • drafted by an expert UK lawyer
  • for sales to other businesses – not consumers
  • for sales of goods and services or just services
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How Does It Work?

  • 1. Download
  • 2. Edit
  • 3. Print
  • 4. Sign

Our Terms and Conditions of Sale template is for use if you sell goods and services or just services to other businesses (not to consumers).

These terms can be used whether:
1. you sell via a retail or trade outlet; or
2. you sell via your website.

If you sell only goods and do not supply any services (e.g. installation of the goods sold), other than shipping and insurance of the goods, then see our other Terms and Conditions of Sale template for B2B sales of goods. If you sell to consumers, then see our other Website Terms and Conditions templates for sales of goods to consumers or sale of goods and services to consumers.

If you sell via the Internet, then, in addition to these terms that govern the contract for the sale of goods and services, you may also need our templates for:

Consumer protection

When selling only to other businesses, you can have more robust or harsh terms than you would be permitted to have if you were dealing with consumers, due to the extensive consumer protection rules that apply to protect consumers. This version of our various templates for terms and conditions is only suitable for sales to other businesses.

Distance selling

There are no special terms that apply to sales from one business to another business if it is done online or via telephone (distance sales). This is in marked contrast to when you sell to a consumer.

Using these terms

To use these terms effectively, you must ensure that a copy of your terms is sent to the customer in each case or seen by them (or agreed to by them) on your website before the sale contract is agreed or concluded. For example, you can put them on the back of your quotation forms (which are sent before the contract is concluded), but you should not send them out on the back of your invoices, as that will be issued after the contract has been concluded – it is therefore too late to send the terms at that stage.

For repeat orders, so long as you have sent your terms once to the customer or they agreed to them in the past via your website, then you do not have to re-send them every time the customer places an order. If you do not make the customer aware of your terms, then they do not form the basis of the contract and are irrelevant. Under English law the customer does not need to have read the terms in order to be bound by them.

If you update the terms, then you need to get the new version to your existing customers in some way – by post, by email or by their agreeing to the terms again when they place their next repeat order via your website. If you do not do this, the contract will still be on the basis of the old terms for your existing customers.

For important contracts (e.g. large orders), it can be useful to get your customers to sign the terms or a letter, etc that specifically refers to their accepting that your terms are agreed to or are the basis of the contract or order. You should then keep a copy on file. For normal run-of-the-mill orders, it is not generally thought necessary to have the terms signed by each customer and held on file, but you must be able to prove they were given the terms before the contract was concluded.

If your customer has their own terms of purchase (e.g. on their purchase order) and insists their terms are the basis of the contract, then you have a battle over which set of terms applies. The rules are that the last set to have been sent before the contract is concluded will be the terms that apply to the contract. In basic contract law terms, a contract is formed when you have an offer and an acceptance of it.

Printing these terms

If you are planning on printing these terms on the back of your quotation forms, once you have finalised the draft, then reduce the margins, paragraph spacing and font size to suit your needs and try putting them into 2 columns. You should be able to get them onto one A4 page with some extreme adjustments (you may need a font size of about “5”).

Guide to the template

For the majority of the text to the guide to the template, please see the page on our similar template: “Terms and Conditions of Sale – B2B – Goods Only“.

Please note the following key differences:

1. Interpretation – This includes definitions of “Services” and “Service Specification”.

4. Services – This additional clause covers the supply of the Services. Clause 4.2 gives the supplier some flexibility as to the timing of the supply of the services.

Clauses 4 to 15 in the other guide are then renumbered as clauses 5 to 16 to suit this template.

5. Price – Clause 5.3 sets out when the goods and services will be invoiced for – allowing invoices at different times. Please check this is what you want or adjust it to suit (completing the intervals in clause 5.3.2). The last sentence of clause 5.4 says that extra may be charged for the services if the customer requests overtime is done.

10. Warranties (sale of goods and services) – This clause sets out the warranty given by the supplier for the goods and services. The warranty you are giving for the services is in clause 10.2. Complete the warranty claim deadlines in clause 10.2.1.

11. Limitation of Liability and Customer’s obligations – this clause seeks to limit or exclude the supplier’s liability in case something has gone wrong (subject to the warranties under clause 10). If no goods are to be installed, then delete the words in square brackets on line 4 of clause 11.1. Clauses 11.3 and 11.4 require the customer to ensure any premises (i.e. those of the customer or the customer’s client) that the supplier is working in or on are safe.

16. Intellectual Property Rights – Clause 16.3 states that the supplier remains the owner of any intellectual property in the services, e.g. in designs and plans. This, for example, ensures that the supplier is free to supply similarly designed services to other of its customers in the future – the designs are not exclusive to the customer.

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