Goods & Services T&Cs UK: B2B and B2C Guide

Overview

Terms and conditions for goods and services are the written rules that govern a commercial relationship between a supplier and its customer. In practice, they sit alongside the main order or quote and deal with the detail: price and payment, delivery or performance timescales, how risk and ownership pass, warranties, limits on liability, confidentiality, data handling, termination rights, and how disputes are resolved.

For a supplier, they act as a rulebook that applies across many customers without needing a bespoke contract each time. For a buyer, they set expectations about what the supplier will and will not do. In England and Wales, the legal backbone comes from the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982, the Consumer Rights Act 2015 where a consumer is involved, the Unfair Contract Terms Act 1977, and specific rules on distance and online selling.

The right set of terms depends on who you are selling to, what you are selling, and whether the deal is one-off or ongoing. Getting this layer right early tends to save a lot of friction later on.

Key steps

1. Work out who you are selling to. Terms written for consumers are not the same as terms written for other businesses. Consumer sales carry mandatory statutory protections that cannot be watered down, while B2B contracts allow far more freedom to agree commercial risk. Start by deciding whether your customer base is B2C, B2B, or a mix, because that choice drives almost every other clause.
2. Map out the commercial basics. Before drafting, write down the price structure, payment terms, delivery or service milestones, and any key performance standards. Think about what happens if the customer pays late, cancels, or asks to change the order mid-way. Getting these points clear in plain language first makes the legal drafting far tidier and helps you spot gaps in how you actually run the business.
3. Decide on risk, title and liability positions. Consider when risk in the goods passes to the customer, when legal ownership (title) transfers, and how you want to cap your liability for losses. Retention of title clauses and All Monies provisions can be useful where you extend credit. These are commercial choices with legal consequences, so they deserve proper thought rather than a copy-paste from someone else's terms.
4. Address disputes, data and governing law. Set out how complaints are handled, which country's law governs the contract, and which courts have jurisdiction. Include how you process personal data in line with UK GDPR, and any confidentiality obligations that flow both ways. A clear, proportionate dispute clause can keep small issues from escalating into expensive litigation down the line.
5. Get the terms accepted and keep records. Terms only bite if the customer is genuinely on notice of them and agrees before the contract forms. That usually means linking to them on quotes, order forms, websites, and invoices, and keeping a record of when the customer accepted. Review the wording periodically as your business changes, and refresh it when the law moves on.

Common questions