Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
A purchase order is one of those everyday business documents that quietly does a lot of heavy lifting. It sets out exactly what you want from a supplier, at what price, and on what terms, and once accepted it creates a binding contract between buyer and seller.
For anyone buying goods regularly, whether you trade through a limited company or as a sole trader, having a consistent purchase order process protects your cash flow, your accounts, and your legal position if something goes wrong. This page walks through how purchase orders work in practice, what information belongs on one, and the small variations that matter depending on how your business is structured.
I'll also cover the role discounts play and how to keep your paperwork clean enough to satisfy HMRC and your accountant.
What this document is
A purchase order, often shortened to PO, is a written instruction from a buyer to a supplier requesting specific goods at an agreed price. It is issued before the goods are delivered and serves as the formal offer to buy.
When the supplier accepts it, either expressly or by supplying the goods, you have a contract governed by English contract law and, for the sale of physical goods between businesses, the Sale of Goods Act 1979 as amended. Purchase orders matter for several reasons.
They create a clear paper trail for your accounts and VAT records. They give both sides a shared reference number that ties the order to a delivery note and later to an invoice. They reduce disputes because the quantity, specification, price, and delivery date are written down rather than remembered differently by each party.
And they let finance teams commit budget, approve spend internally, and reconcile supplier invoices against something concrete. Limited companies and sole traders both use them, with small differences in how the buyer is identified on the face of the document.
How to use this document
Gather the order details before you start. Confirm the exact specification of what you are buying, the agreed unit price, the quantity, any discount the supplier has offered, the delivery address, and the payment terms. Getting this straight up front avoids the need to reissue the purchase order or chase variations later on.
Identify the buyer and supplier correctly. For a limited company, use the full registered name, company number, and registered office address. For a sole trader, use the trading name followed by your own name as the proprietor, plus your business address. Accurate party details are essential if you ever need to enforce the contract.
Complete the commercial terms. Fill in the purchase order number, the date of issue, a full description of the goods, the quantity, unit price, any discount, and the total payable. If VAT is relevant, make clear whether prices are inclusive or exclusive. Specify the delivery date and the payment terms, such as thirty days from invoice.
Add any company branding or reference fields. If you use a logo version of the template, insert your logo in the header so the document looks consistent with your other business stationery. Include internal cost codes, project references, or buyer names if your accounts system needs them for reconciliation.
Send, track, and match on receipt. Issue the purchase order to the supplier by email or through their portal and keep a copy on file. When the goods arrive, match the delivery note to the purchase order, and when the invoice arrives, match that too. Any mismatch should be queried before payment is released.
A purchase order becomes legally binding once the supplier accepts it, either by confirming acceptance in writing or by supplying the goods requested. On its own it is an offer to buy on stated terms. Once accepted, it forms a contract governed by English contract law and, for physical goods, the Sale of Goods Act 1979. Both parties are then expected to perform according to the quantities, prices, and dates recorded on the document.
Q What is the difference between a purchase order and an invoice?
A purchase order is issued by the buyer before the goods are supplied, setting out what they want and on what terms. An invoice is issued by the supplier after the goods have been delivered, requesting payment. The purchase order creates the contract. The invoice triggers payment under it. Good practice is to match the two documents so that what you pay reflects what you ordered and received.
Q Do sole traders need to use purchase orders?
There is no legal requirement, but many sole traders use purchase orders because they make record keeping easier and help with HMRC compliance. If you buy from suppliers regularly, having a numbered purchase order for each transaction gives you a clean audit trail for your self assessment and keeps supplier disputes to a minimum. It also signals to suppliers that you run the business professionally.
Q Should a purchase order include VAT?
If your supplier is VAT registered and the goods are standard rated, your purchase order should state whether the prices shown are inclusive or exclusive of VAT and show the total you expect to pay. This avoids surprises when the invoice arrives. If you are VAT registered yourself, recording VAT clearly on purchase orders helps when reconciling input VAT claims later on.
Q Can I apply a discount to a purchase order?
Yes. If the supplier has agreed a discount, whether for volume, loyalty, or a one-off negotiation, record it on the purchase order so the agreed reduction is documented. Show the gross price, the discount amount or percentage, and the net total payable. Having the discount in writing on the purchase order prevents disagreements when the supplier's invoice is later processed for payment.
Q What happens if the supplier delivers the wrong goods?
If delivered goods do not match the purchase order, you generally have the right to reject them under the Sale of Goods Act 1979, which implies terms about description, satisfactory quality, and fitness for purpose in business to business sales. Keep the purchase order, delivery note, and any correspondence. These form the evidence you would rely on to return the goods, withhold payment, or claim for any loss caused.
Q How long should I keep purchase orders on file?
For tax purposes, HMRC generally expects businesses to keep records for at least six years, and limited companies should keep accounting records for six years from the end of the financial year they relate to. Purchase orders form part of those records. Keeping them organised by supplier and tax year makes inspections, audits, and any contract disputes far easier to deal with if they arise.
Purchase orders look simple but the wording around pricing, VAT, delivery, and payment terms can shape whether you are protected if a supplier lets you down. An experienced legal adviser can help you think through what to include based on what you describe on the call.
✓Plain-English answers to your specific questions about purchase orders
✓Practical perspective on the terms that matter for your situation
✓A clearer sense of what to watch out for with your supplier
✓Guidance tailored to what you describe about your business setup
Personal call · For information only · Independent advisers
Written & reviewed by
Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.