A neutral-form agreement for the supply of products between a Seller and a Buyer (business-to-business), governed by the law of England & Wales (including the Sale of Goods Act 1979).
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - This is drafted for business-to-business supply. Sales to consumers are governed by the Consumer Rights Act 2015 and cannot exclude consumers' statutory rights, do not use this form for consumer sales. - The Sale of Goods Act 1979 may imply terms into B2B sales, including title (s 12), description (s 13), and satisfactory quality and fitness for purpose (s 14). The s 14 terms apply where the seller sells in the course of a business and, for fitness for purpose, the buyer has made the purpose known and relied on the seller's skill or judgment. Exclusion of the s 13–15 implied terms in a B2B contract is subject to the reasonableness test under the Unfair Contract Terms Act 1977; the s 12 implied term as to title cannot generally be excluded. - Have a solicitor review before use.
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THIS SALE OF PRODUCT AGREEMENT is made on [DATE]
BETWEEN (1) [SELLER NAME] of [ADDRESS] (the "Seller"); and (2) [BUYER NAME] of [ADDRESS] (the "Buyer").
Agreed terms
1. Products. The Seller will supply, and the Buyer will purchase, the products described in Schedule 1 (the "Products").
2. Orders. [One-off sale of the Products in Schedule 1 / The Buyer may place orders from time to time, each governed by these terms.] An order is accepted when the Seller [confirms it in writing].
3. Price and payment. The price is £[AMOUNT] [plus VAT]. The Buyer will pay within [NUMBER] days of [invoice/delivery]. Late payments may bear statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.
4. Delivery. The Seller will deliver the Products to [ADDRESS] on/by [DATE], using [Incoterms® / delivery terms]. [State whether time of delivery is of the essence.]
5. Risk and title. Risk in the Products passes to the Buyer on delivery. Title passes only when the Seller has received payment in full (retention of title).
6. Quality and warranties. The Seller warrants that the Products will: (a) match their description and any sample/specification in Schedule 1; (b) be of satisfactory quality; and (c) be fit for any purpose made known to the Seller. The implied terms of the Sale of Goods Act 1979 apply to the extent the Act implies them on the facts, and subject to any lawful contractual variation or exclusion.
7. Inspection and rejection. The Buyer may inspect the Products on delivery and must notify any shortage, damage or defect within [NUMBER] days. The Seller will, at its option, replace or refund rejected Products.
8. Limitation of liability. Nothing limits liability for death or personal injury caused by negligence, fraud, or anything that cannot lawfully be limited. Subject to that, the Seller's total liability is limited to [the price of the Products / £AMOUNT], and the Seller is not liable for indirect or consequential loss. (Any exclusion is subject to the reasonableness test under the Unfair Contract Terms Act 1977.)
9. Intellectual property. The Buyer acquires no rights in the Seller's intellectual property other than the right to use/resell the Products.
10. Termination. Either party may terminate for the other's material breach not remedied within [NUMBER] days, or on insolvency.
11. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed for [SELLER]: __________________ Date: [DATE] Signed for [BUYER]: __________________ Date: [DATE]
Schedule 1, The Products (description, specification, quantity, price)
--- This template is a starting point and not legal advice. It is for business-to-business supply only; consumer sales are governed by separate, non-excludable rules, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.