Terms and conditions of supply

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T&Cs for a UK business supplying goods to another UK business.

This sale of goods contract template is intended for use in connection with the business-to-business sale and supply of goods or products. It is drafted to protect the interests of the supplier, rather than those of the customer.

The template comes in two forms, standard and premium. The premium document is more flexible but more complex than the standard document, containing as it does everything that is in the standard document as well as a set of additional, optional, provisions.

Standard version:

  1. Definitions
  2. These Terms and Conditions
  3. Term
  4. Supply
  5. Title
  6. Customer obligations
  7. Charges
  8. Payments
  9. Complaints
  10. Warranties
  11. Breach of warranty
  12. Limitations and exclusions of liability
  13. Force Majeure Events
  14. Termination
  15. Effects of termination
  16. Notices
  17. General
  18. Interpretation

Premium version:

  1. Definitions
  2. These Terms and Conditions
  3. Term
  4. Supply
  5. Title
  6. Customer obligations
  7. No assignment or licence of IPR
  8. Charges
  9. Payments
  10. Confidentiality obligations
  11. Publicity
  12. Complaints
  13. Warranties
  14. Breach of warranty
  15. Indemnities
  16. Limitations and exclusions of liability
  17. Force Majeure Events
  18. Termination
  19. Effects of termination
  20. Notices
  21. Assignment
  22. No waivers
  23. Severability
  24. Third party rights
  25. Entire agreement
  26. Law and jurisdiction
  27. Interpretation
The standard sale of goods contract is 24 pages, whilst the premium document is 32 pages (including in each case the cover page and notes). The page count can be drastically reduced by reformatting the document. This template is supplied in Word (.doc) format for easy editing.

Does this document provide for product delivery on an EX WORKS basis?

Not as such. Two different delivery clauses are included. These provide for delivery by the supplier or collection by the customer. The latter is very similar, although not identical to, EX WORKS delivery.

How does the clause in the premium document concerning indemnity claims operate?

The indemnity clause is entirely optional. Indemnity claims may for instance cover "any claim, dispute and/or proceedings resulting from or arising in connection with any infringement of a third party's Intellectual Property Rights by the Products". Under this clause in these T&Cs, the supplier indemnifies the customer in respect of any such claims. The indemnity may be made subject to the usual conditions, namely the customer providing various types of assistance and support to the supplier in relation to such claims. In addition, the clause may optionally require the customer to maintain full records so that product recalls can be implemented.

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A copy of these terms and conditions of supply is included in the following pack:

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