Terms and conditions of supply

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

Author: Alasdair Taylor
Updated: 2 February 2023
Length: 12 pages (min.)
Notes: 11 pages (min.)
Format: MS Word (.DOCX)

These terms and conditions of supply are intended for use in connection with the business-to-business sale and supply of goods. They primarily protect the interests of the supplier over those of the customer, but do also include some customer-friendly clauses.

The core provisions of the terms and conditions define the manner in which the goods will be supplied to or collected by the customer, the time at which ownership of the goods will pass to the customer, charges, payment methods, customer obligations and supplier warranties.

The template comes in two forms, standard and premium. The premium document is more flexible but more complex than the standard document.

The premium terms and conditions contain everything that is in the standard document as well as a set of additional, optional, provisions. Those additional provisions include: (i) confidentiality clauses protecting the information of either or both parties; (ii) controls on publicity relating to the agreement; (iii) an indemnity given by the supplier to the customer; and (iv) more detailed boilerplate clauses.

These terms and conditions should not be used for business-to-consumer contracts.

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

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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