Sale of Goods Terms & Conditions UK: Full Guide

Overview

Terms and conditions for the sale of goods are the written contractual rules that govern how a seller supplies products to a buyer. They sit underneath every order, quote, and invoice, filling in the gaps that a short purchase order or email exchange leaves open.

Typical areas covered include how the contract is formed, pricing and VAT, payment timescales, delivery arrangements, passing of risk and title, warranties, limits on liability, cancellation rights, and what law applies if things escalate. The content shifts depending on who is buying.

Consumer sales are heavily shaped by statute, particularly the Consumer Rights Act 2015, which gives buyers certain protections that cannot be contracted out of. Business-to-business sales give the parties far more freedom to agree their own commercial bargain, so the drafting choices matter more.

Getting the balance right means reflecting how you actually trade, not just copying a generic set of clauses from somewhere online.

Key steps

1. Map how you actually sell. Before drafting anything, write down how orders come in, how you confirm them, how goods are delivered, and when you get paid. Different sales channels, a website, a trade counter, a tender process, may need different terms or at least different versions. Accurate groundwork here saves rework later and stops your terms contradicting how the business really runs day to day.
2. Decide who you are selling to. Terms for consumers and terms for businesses are not interchangeable. Consumer terms must respect statutory rights around quality, fitness for purpose, refunds, and cancellation for distance sales. B2B terms can be tougher on the buyer, for example shorter inspection windows and tighter liability caps. If you sell to both, keep two separate sets rather than trying to force one document to cover everything.
3. Address title, risk, and payment carefully. These three clauses cause most of the real-world disputes. Consider whether you need a retention of title clause so ownership only passes on full payment, when risk of damage transfers to the buyer, and what your remedies are for late payment, including interest under the Late Payment of Commercial Debts regulations for B2B sales.
4. Be realistic about liability and warranties. Think about what can actually go wrong with your goods and how much exposure your business can absorb. Exclusions and caps on liability must be reasonable to stand up in court, and certain liabilities, such as for death or personal injury caused by negligence, cannot be excluded at all. Match your warranty period to what is genuinely commercially sensible.
5. Get the terms in front of the buyer properly. Terms only bind the buyer if they were brought to their attention before the contract was made. That means linking to them at checkout, printing them on the back of quotes, or requiring a signed acknowledgement, not sending them afterwards with the invoice. Keep a dated copy of the version that applied to each order in case questions arise later.

Common questions