MAKE YOUR FREE Terms and Conditions for the Sale of Goods to Business Customers
What we'll cover
What are Terms and Conditions for the Sale of Goods to Business Customers?
Terms and Conditions for the Sale of Goods to Business Customers set out the general terms intended to apply to all of a business’ sales of goods to other businesses. Terms and Conditions (T&Cs) are intended to apply to sales made on standard terms, to supplement the individual terms of a contract (eg the exact price a business is paying for goods).
This document is GDPR compliant.
When should I use Terms and Conditions for the Sale of Goods to Business Customers?
Use Terms and Conditions for the Sale of Goods to Business Customers:
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when you are selling goods to other businesses (ie not to private individuals)
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when you want your terms of business to be largely the same for every sale (ie to make sales on standard terms)
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when you are supplying custom-made and/or standard goods
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for businesses in England, Wales, or Scotland
Sample Terms and Conditions for the Sale of Goods to Business Customers
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TERMS AND CONDITIONS
Application and Entire Agreement
- These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer) from (we or us or Supplier).
- These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
- These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
- A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
- The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
- Words imparting the singular number include the plural and vice-versa.
Goods
- The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
- We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Price
- The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
- If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
- Any increase in the Price under the clause above will only take place after we have told you about it.
- You may be entitled to discounts. Any and all discounts will be at our discretion.
- The Price is of fees for packaging and transportation / delivery.
- The Price is of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and Alteration
- Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
- The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of days only from the date shown in it unless expressly withdrawn by us at an earlier time.
- Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
Payment
- We will invoice you for the Price either:
- on or at any time after delivery of the Goods; or
- where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
- You must pay the Price within days of the date of our invoice or otherwise according to any credit terms agreed between us.
- You must make payment even if delivery has not taken place and / or that the title in the Goods has not passed to you.
- If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of % per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
- Time for payment will be of the essence of the Contract between us and you.
- All payments must be made in unless otherwise agreed in writing between us.
- Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
Delivery
- We will arrange for the delivery of the Goods to the address specified in the quotation or your order or to another location we agree in writing.
- If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
- Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
- If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
- store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
- make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
- after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
- If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
- Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and Acceptance of Goods
- You must inspect the Goods on delivery or collection.
- If you identify any damages or shortages, you must inform us in writing within days of delivery, providing details.
- Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
- Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
- We will be under no liability or further obligation in relation to the Goods if:
- if you fail to provide notice as set above; and/or
- you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
- the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
- the defect arises from normal wear and tear of the Goods; and/or
- the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
- You bear the risk and cost of returning the Goods.
- Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within days after delivery.
Risk and Title
- The risk in the Goods will pass to you on completion of delivery.
- Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
- Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
- As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
Termination
- We can terminate the sale of Goods under the Contract where:
- you commit a material breach of your obligations under these Terms and Conditions;
- you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
- you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
- you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of Liability
- Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
- Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
- If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
- Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
- We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
- any indirect, special or consequential loss, damage, costs, or expenses; and/or
- any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
- any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
- any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
- any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
- The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
Communications
- All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
- Notices will be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
- when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
- on the fifth business day following mailing, if mailed by national ordinary mail; or
- on the tenth business day following mailing, if mailed by airmail.
- All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Data Protection
- When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
- The parties agree that where such processing of personal data takes place, the Buyer shall be 'data controller' and the Seller shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
- For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
- The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these Terms and Conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
- The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict "need-to-know" basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
- The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller's approach to data protection are specified in its Data Protection Policy, which can be found . For any enquiries or complaints regarding data privacy, you can e-mail: .
Circumstances Beyond the Control of Either Party
- Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No Waiver
- No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
- If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and Jurisdiction
- These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
About Terms and Conditions for the Sale of Goods to Business Customers
Learn more about making your Terms and Conditions for Sale of Goods to Business Customers
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How to make Terms and Conditions for the Sale of Goods to Business Customers
Making your Terms and Conditions for Sale of Goods to Business Customers is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all of the information prepared in advance, creating your document is a quick and easy process.
You’ll need the following information:
Your business’ details
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What is the seller’s (ie the supplier’s) name, address, and legal structure? If it’s a company, what is its company number?
Prices and payments
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Are packaging and delivery costs included in your prices?
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Is Value Added Tax (VAT) included in your prices?
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Within how many days of receiving an Invoice does a customer need to pay that invoice?
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Which currency must all payments be made in?
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At what percentage above the Bank of England base rate will interest be charged on late payments?
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For how many days after being issued are any quotations or price estimates valid?
Delivery and acceptance of goods
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If any goods are damaged or there is a shortage of goods delivered, within how many days following delivery should a customer inform the seller about this in writing?
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How many days after a delivery is a customer considered to have accepted goods regardless of whether they’ve inspected them and, therefore, to be unable to reject faulty goods?
Data protection
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Where can the seller’s Data protection and data security policy be found?
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What is the email address of the person within the seller’s business responsible for data protection compliance?
Contracts
- If the seller is based in Scotland, will the Terms and Conditions (ie the relevant contracts) be governed by the law of England and Wales or the law of Scotland?
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Common terms in Terms and Conditions for the Sale of Goods to Business Customers
Terms and Conditions for Sale of Goods to Business Customers set out key information about contracts and the terms on which they will be formed. To do this, this Terms and Conditions for Sale of Goods to Business Customers template includes the following sections:
Application and entire agreement
The Terms and Conditions start by clearly identifying that they are to apply to contracts for the purchase of goods from the seller (ie the ‘supplier’) by business customers. It’s clarified that they (with the specifics of a sale, eg the specific item ordered) are intended to form all of the agreement between the parties and will apply to the exclusion of other terms that would otherwise apply (eg default terms imposed by law). It’s also stated that a customer will be considered to have accepted the Terms either when they accept a quotation, accept the T&Cs themselves, or from the date that goods are delivered.
Interpretation
Basic rules to be used to interpret the Terms and Conditions are included here. For example, that ‘business days’ include any days but Saturdays, Sundays, and bank holidays.
Goods
Here the Terms and Conditions provide rules about goods being sold. For example, it’s stated that by accepting a quotation a customer acknowledges they have not relied on any representations (eg statements) the seller has made about the goods and that the descriptions of goods in the seller’s sales documentation are intended as guides only. The seller is also allowed to alter goods if required to make them conform to any laws (eg safety laws).
Price
This section identifies what constitutes the price a customer will pay. For instance, prices are those included in quotations or agreed to in writing. It’s specified whether prices are exclusive or inclusive of VAT and of packaging and delivery costs.
The seller is also given the right to increase prices before delivery if they’re required to do so because of factors beyond their control (eg increases in materials costs or delivery rates).
Cancellation and alteration
This section starts by clearly stating that the seller’s descriptions of goods in sales documentation do not constitute offers to sell. This means that customers cannot form a contract based on these offers (ie the seller must accept orders or offer specific quotations that are to be accepted) and the seller may change these sales materials whenever they want.
The period of time that any quotations issued are valid for (unless withdrawn) is also specified and the parties’ rights to cancel orders before a contract is formed (eg before a quotation is accepted) is highlighted.
Payment
Next, the Terms and Conditions explain when and how payments should be made. For example, when Invoices will be delivered and within how many days of receiving an invoice a customer must pay the invoice.
This section also explains what may happen if a payment isn’t made. For example, the seller may suspend further deliveries and may charge interest on overdue payments at a specified rate.
Delivery
Here the seller commits to delivering the goods except in specified circumstances (eg if a customer doesn’t provide a delivery address), in which case the customer should collect their goods.
The seller’s options if a customer doesn’t take delivery of goods are set out. For example, redelivery may be arranged and/or the seller may resell the goods and charge the customer for any price shortfalls after 10 business days.
It’s also made clear that delivery dates quoted are only estimates and that the seller will not be liable for delays caused by circumstances beyond their control. The seller is also given the right to deliver goods in instalments, with each instalment being governed by a separate contract.
Inspection and acceptance of goods
This section sets out various provisions regarding the acceptance of goods. When a customer accepts goods they waive their right to reject the goods if the goods don’t comply with the contract of sale (eg if they’re faulty). Examples of these provisions include:
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customers will be considered to have accepted goods either once they’ve inspected them or after a specified period of time has passed since their delivery
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customers must inspect goods when they’re delivered or collected and must inform the seller of any damage or other issues in writing within a specified time period
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the seller will only accept returns of goods if they’re defective and customers must pay the costs of returns
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If defective goods are returned the seller will repair, replace, or refund them as appropriate
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the seller’s obligations in relation to the goods (ie to repair or replace) and their liability in relation to them (eg responsibility for issues they cause) will end if, for example, a defect arises because of a customer’s alterations or failure to follow instructions, normal wear and tear, or if the customer doesn’t provide notice of the issues
Risk and title
This section states that the customer takes on the risk of (ie is financially responsible for) any damages to or loss of goods once they’ve been delivered. However, ownership of the goods will only be transferred to the customer once full payment has been received. It’s also explained how a customer must hold goods for the seller for any time period between delivery and transfer of ownership.
Termination
This section sets out various instances in which the seller can end a contract that’s using these Terms and Conditions, including if a customer:
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commits a material (eg serious) breach of the Terms and Conditions
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is has entered into voluntary arrangements with creditors or a similar insolvency-related event occurs
Limitation of liability
Here the seller limits their liability relevant to contracts formed using these T&Cs (ie they limit the extent to which they’re responsible, eg financially, for any losses caused by their breaches of the contract). For instance:
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warranties (eg promises of quality) and similar that are implied into commercial contracts by law are excluded from this contract as far as the law permits and in line with the other provisions of the T&Cs
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the seller is only liable for expenses a customer incurs in obtaining replacement goods (ie not for the whole price paid) if the seller does not deliver goods
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the seller will not be liable in excess of the total amount of the price to be paid for the goods
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the seller is not liable for certain types of loss, for example, loss of profits or indirect losses
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the seller cannot limit its liability in relation to certain types of losses, for example, death or personal injury caused by its negligence
Communications
This section sets out how any notices delivered under the Terms and Conditions must be sent (eg in writing) and when these will be deemed to have been received (eg 5 business days after mailing by national ordinary mail).
Data protection
This section highlights the seller’s commitment to treating personal data controlled by a customer (ie information from which individuals, eg the customer’s customers, can be identified) in accordance with data protection laws and the business’ Data protection and data security policy. Essential data protection commitments are set out, for example, only processing (eg using and retaining) personal data to the extent necessary for the purposes of the relevant contract. An email address is also provided for questions or complaints related to data protection and privacy.
Circumstances beyond the control of either party
This force majeure clause allows either the seller or the customer to not be liable for any failures of or delays in the performance of their obligations under the contract if this is due to an event beyond the party’s control. For example, a fire, flood, or pandemic.
No waiver
Here it’s asserted that, if a customer breaches the Terms and Conditions and the seller waives this breach (eg by deciding not to pursue legal action or to demand a return of goods), this doesn’t mean the seller is also waiving any subsequent breaches of the Terms and Conditions.
Severance
This clause states that, if one or more of the clauses in the Terms and Conditions is considered unenforceable (eg because it is unreasonable), the rest of the Terms and Conditions should remain enforceable.
Law and jurisdiction
This final section identifies the jurisdiction of the Terms and Conditions (and contracts formed using them) as either that of the courts of England and Wales or of Scotland.
If you want your Terms and Conditions for the Sale of Goods to Business Customers to Consumers to include further or more detailed provisions, you can edit your document. However, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified Terms and Conditions comply with all relevant laws. Use Rocket Lawyer’s Ask a lawyer service for assistance.
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Legal tips for businesses
Use the correct terms and conditions
You must use the correct terms and conditions for every sale you make (of goods or of services) that requires terms and conditions. This may require your business to have multiple sets of T&Cs in place that are used in different circumstances. For example, if you provide goods to both consumers and business customers.
This is important as, if you use the incorrect T&Cs, your T&Cs could contain inapplicable provisions or could omit certain information that must by law be communicated to the relevant type of customer (eg consumers who purchase online are usually entitled to a 14-day statutory cancellation period and they must be informed of this right). If you fail to provide necessary information when making sales, your business could be exposed to costly legal claims in future.
For more information, read How to choose the right terms and conditions and the FAQ ‘When are these Terms and Conditions not suitable?’.
Correctly incorporate your Terms and Conditions into your contracts
If it’s not clear whether Terms and Conditions were validly incorporated into a contract and you attempt to rely on one of the terms during litigation, you may not be able to do so if the other party can successfully argue that the relevant term was not incorporated into your contract.
You can be more sure that you’re correctly incorporating your T&Cs into your contracts by, for example:
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printing your T&Cs accessibly on all relevant documents, for example, order forms, and
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making sure to bring them to customers’ attention before they form contracts (eg before they place orders)
For more information, read Terms and conditions and the Make it legal checklist for this document.
Make sure your Terms and Conditions are reasonable
The law that governs business-to-business contracts generally favours freedom of contract. This means that businesses are generally given the autonomy to form contracts on whatever terms they wish and to allocate risk in ways that they are happy with. However, some legal limits are imposed on this. For example, certain types of terms of a contract should be reasonable in order to be legally enforceable. This includes limitations of liability, for example, limitations to the requirement that goods are of satisfactory quality.
This Terms and Conditions template is designed to not include any unreasonable terms. If you want to include any additional terms in your T&Cs, it’s a good idea to Ask a lawyer for assistance to make sure you don’t accidentally create terms that are unreasonable and unenforceable.
Understand when to seek advice from a lawyer
In some circumstances, it’s good practice to Ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. You should consider asking for advice if:
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you’re selling goods using consumer credit agreements
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you’re selling goods using doorstep selling methods
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you sell financial services products
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Terms and Conditions for the Sale of Goods to Business Customers FAQs
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What is included in Terms and Conditions for the Sale of Goods to Business Customers?
This Terms and Conditions for the Sale of Goods to Business Customers template covers:
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sales and contract formation
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prices
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specification of and requirements for goods
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delivery
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warranties
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liability for defective goods or breach of contract
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Why do I need Terms and Conditions for the Sale of Goods to Business Customers?
Terms and Conditions set out the rights and commitments of a seller and a buyer during the sale of products. T&Cs should always be clear and fair.
Creating a comprehensive set of Terms and Conditions ensures that provisions are made for various aspects of a transaction when a commercial contract is made. This protects your business’ interests and ensures that businesses you deal with are clear on their rights and obligations in relation to their purchases. Moreover, having a formal legal document to help resolve any disputes can be invaluable.
For more information, read Terms and conditions.
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When are these Terms and Conditions not suitable?
These Terms and Conditions are designed to be used only for contracts for the supply of goods to other businesses.
If you’re selling services to other businesses, you should create Terms and conditions for supply of services to business customers instead.
If you’re selling to consumers there are multiple different types of T&Cs you may need, depending on whether you’re selling goods and/or services and whether you make sales from business premises and/or from a website. You may need:
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Terms and conditions for supply of services to consumers via a website
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Terms and conditions for supply of services to consumers, for sales from business premises
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Terms and conditions for sale of goods to consumers via a website
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Terms and conditions for sale of goods to consumers, for sales from business premises
For more information, read How to choose the right terms and conditions.
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Are Terms and Conditions legally binding?
Terms and Conditions are intended to form part of contracts between businesses (ie they are meant to be ‘incorporated’ into the contracts). Terms and Conditions that form part of a contract are legally binding, as long as they are compliant with relevant laws (eg laws on unfair contract terms).
Your Terms and Conditions may not be legally binding if they’re considered to be unfair. The Unfair Contract Terms Act 1977 (UCTA) prevents parties in business-to-business transactions from being legally bound by certain types of contractual terms that seek to limit a party’s liability if the terms are considered to be unreasonable. For example, terms that seek to exclude the legal requirement for goods to be of satisfactory quality, if considered unreasonable, will not be enforceable. If you include unreasonable terms in your Terms and Conditions they will not be implemented, although any terms within the document not considered unfair will still generally be implemented. This Terms and Conditions template is designed to avoid creating any unfair or unreasonable terms.
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How can I incorporate my Terms and Conditions into my business’ contracts?
Businesses should make sure their Terms and Conditions are available to customers before a sale takes place (ie before a contract is formed). It’s also good to make reasonable efforts to bring your Terms and Conditions to a customer's attention before they make a contract with you. To help achieve this, your Terms and Conditions should generally appear on the back of all contractual documents and documents used during the ordering process. For example, quotations, order forms, acknowledgements of orders, delivery notes, brochures, and catalogues.
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Should I include a price list in the Terms and Conditions?
These Terms and Conditions are designed to allow the seller to agree on prices with each buyer during each unique transaction. If a price is not individually negotiated and set out in an order, any price lists you have should be brought to your customer's attention before a contract is entered into, whether this list is published on a website or available on request.
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What happens if a customer wants to cancel an order?
Once an order has been made and accepted, the contract is legally binding and it is up to the seller whether they will agree to any requests for cancellation by the customer. If you want certain conditions to be met for a customer to be able to cancel an order (eg requiring payment of a percentage of the price of the goods) you could add clauses specifying these to your T&Cs.
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Can a seller vary the price of goods before delivery if they give written notice?
If two businesses agree on prices for certain goods between them, the seller may be able to vary the price before delivery. However, the seller’s Terms and Conditions should specify the situations in which this can happen. For example:
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if events beyond the seller’s control occur and require a price increase (eg an increase in costs of labour or materials)
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when changes are made to the buyer's order, or
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if delays are caused by the buyer
Such terms should allow for cancellation of a contract within a certain period of time. It should be noted that price increases will often be commercially unacceptable to a buyer and will probably not be appropriate if goods have been purchased through a published price list.
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How can I ensure invoices are paid on time?
Your Terms and Conditions should specify how long clients have to pay Invoices. You can also include a rate at which interest is chargeable on late payments. Interest should not be too high a rate or it may be invalid. If a contract specifies that interest may be charged on overdue payments but it doesn’t specify how much interest is to be paid, the statutory interest rate applies, which is 8% above the Bank of England base rate.
For more information, read Invoicing and Calculating interest on commercial debts.
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What happens if a buyer refuses to accept the goods they’ve ordered?
A seller’s T&Cs should specify a period of time after which they can generally resell or otherwise dispose of goods that a customer refuses to accept. This T&Cs template sets a timeframe of 10 days from the date that a customer fails to take delivery of the goods.
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Should I specify warranty terms?
When two businesses form a sales contract, certain terms will be implied into the contract by statute unless they’re specifically excluded by the terms of the contract (ie they will be automatically considered to be included in the contract without needing to actually be written into it). Exclusion of such terms is not always allowed.
Examples of such implied terms are those that entitle a customer to expect that the goods provided:
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correspond with any descriptions of the goods they were given by the seller
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are of satisfactory quality (ie safe, in working order, and free from defects)
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are fit for purpose (ie they do what they are meant to do)
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correspond with any samples supplied
Excluding these terms from business-to-business contracts is easier than excluding them from contracts with consumers. However, any exclusion, even in a business-to-business contract, must be reasonable to be valid. For example, an exclusion of the term requiring that goods are of satisfactory quality must be reasonable or it will not be enforceable. Note that there is an absolute ban on excluding or restricting liability for death or personal injury resulting from negligence.
For more information, read Limitation of liability clauses. If you're ever unsure which Terms and Conditions can be excluded from your business-to-business contracts, Ask a lawyer for assistance.
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