Neutral-form terms and conditions for the sale of goods under the law of England & Wales (the Sale of Goods Act 1979 for business sales, and the Consumer Rights Act 2015 where the buyer is a consumer).

How to use this template, read this first - Replace every [SQUARE-BRACKET] field before use. - B2B vs B2C. These terms are drafted primarily for business-to-business sales. If you sell to consumers, their statutory rights under the Consumer Rights Act 2015 apply and cannot be excluded or reduced, you will need consumer-facing wording (and the 14-day cancellation right for distance and off-premises contracts, subject to statutory exceptions). - Any exclusion or limitation of liability is subject to the reasonableness test under the Unfair Contract Terms Act 1977. - Have a solicitor review before use.

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[SELLER NAME]: Terms and Conditions for the Sale of Goods

1. These terms

These terms apply to the sale of goods ("Goods") by [SELLER NAME] ("we") to the buyer ("you") and prevail over any of your terms unless we agree otherwise in writing.

2. Orders

An order is an offer by you to buy. A contract forms only when we accept it [by written confirmation / dispatch]. We may decline any order.

3. Price and payment

Prices are [as quoted / per our price list] [plus VAT]. Payment is due [within [NUMBER] days of invoice / before dispatch]. For business buyers, late payments may bear interest under the Late Payment of Commercial Debts (Interest) Act 1998.

4. Delivery

We will deliver to [the address you give] on/around [the agreed date]. Delivery dates are estimates unless agreed in writing. [State carriage charges.]

5. Risk and title

Risk passes to you on delivery. Title passes only when we have received payment in full (retention of title).

6. Quality (business buyers)

We warrant that the Goods will correspond with their description, be of satisfactory quality and be fit for any purpose made known to us, reflecting the implied terms of the Sale of Goods Act 1979 (ss 12–15).

7. Consumers' statutory rights

If you are a consumer, you have statutory rights under the Consumer Rights Act 2015, including that Goods must be of satisfactory quality, fit for purpose and as described. Remedies may include the short-term right to reject (normally within 30 days), repair, replacement, price reduction, and the final right to reject or a refund, depending on the circumstances. Nothing in these terms affects those rights.

8. Inspection, shortages and faults

[Business buyers] must notify shortages or visible damage within [NUMBER] days of delivery, and latent defects within [NUMBER] days of discovery. We will, at our option, replace or refund Goods that do not conform.

9. Limitation of liability

Nothing excludes liability that cannot lawfully be excluded (death or personal injury caused by negligence, fraud, or (for consumers) statutory rights). Subject to that, our total liability is limited to [the price of the Goods / £AMOUNT], and we are not liable for indirect or consequential loss. (Exclusions are subject to the Unfair Contract Terms Act 1977.)

10. Force majeure

We are not liable for delay or failure caused by events beyond our reasonable control.

11. Governing law and jurisdiction

These terms are governed by the law of England and Wales, whose courts have jurisdiction.

--- This template is a starting point and not legal advice. It is drafted mainly for B2B sales; consumer rights cannot be reduced, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.