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Terms and conditions of sale via website (B2B and B2C)

Some products are sold both to business customers and consumers; and in some marketplaces, there is no benefit in operating separate B2B and B2C ecommerce websites. All else being equal, it is more efficient to operate a single website serving both types of customer. These terms and conditions of sale have been designed to regulate the sale of such products on such websites.

From a lawyer's perspective, the crucial difference between these classes of customer is the special legislative protection afforded to consumers. Consumer protection legislation regulates what must be included in contracts with consumers, and what must not. For example, the Consumer Rights Act 2015 prohibits unfair terms generally, and include a list of terms which may be considered to be unfair. In the case of sales at a distance, including website sales, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 require that consumers be entitled to cancel contracts with traders at any time within the period of 14 days following the receipt of the products by the consumer. Business customers have no equivalent right.

Because of these legislative interventions in B2C contracts, a legal document that seeks to cover sales to both types of customer should be drafted to ensure that: (i) consumer rights are not improperly abridged; and (ii) business customers are not, without good reason, granted rights that do not need to be granted.

This template deals with this issue by specifying that some clauses only apply to consumers, while others only apply to businesses. For example, there is a special section dealing with the right of cancellation, but the application of the section is expressly limited to consumers as defined in the 2013 regulations. Similarly, there is a special section dealing with credit accounts, which provides that only business customers may be allowed credit to purchase goods, subject to agreed credit limits.

You should avoid this template if you are only selling to businesses or only selling to consumers: we have dedicated templates designed for those circumstances. Also, this template is not suitable for sales via any channels other than a website.

This template has been designed to cover the sale and supply of products generally, and does not deal with any issues that may arise due to special regulations applicable to a particular class of product (such as food and drink products, tobacco products, pharmaceuticals, firearms and electrical equipment). Nor does this template cover the licensing of any intellectual property rights, which may be required for the use of some products (such as software). Some products, such as high-value items, may give rise to particular risks or require special care or treatment, and we recommend that the legal documentation for the sale of such products be specifically prepared by a suitably experienced and qualified lawyer.

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Terms and conditions of sale via website (B2B and B2C) contents

  1. Introduction: purpose of document: governing product sales via website; express agreement to document upon order; no abridgment of consumer statutory rights.
  2. Interpretation: party description definitions.
  3. Order process: product advertisement as invitation to treat; no contracts except in accordance with order process; online products order process; input error correction and identification.
  4. Products: types of products; products may change.
  5. Prices: prices quoted on website; prices changes on website; amounts inclusive or exclusive of VAT; website prices may be incorrect; delivery charges.
  6. Payments: payment of product prices; methods of paying prices; non payment of product prices; unjustified charge-backs.
  7. Credit accounts: accounts for business customers only; payment date for account customers; account credit limits; interest payments on business debt.
  8. Deliveries: document governing deliveries; address for delivery; time for delivery of products; guaranteed delivery period; delivery location restriction.
  9. Distance contracts: cancellation right: cancellation right for consumers; cancellation right for products; exercise of cancellation right; return of products upon cancellation; refund upon distance contract for products cancellation; diminished value of product on cancellation; refund method; refund timing for products; products excluded from distance contracts right of cancellation.
  10. Risk and ownership: risk in products passes upon physical possession; ownership of products passes delivery or payment; hold products as bailee; business customers to store products separately etc.
  11. Warranties and representations: customer warranties and representations including delivery of products; seller warranties relating to products; no implied warranties or representations relating to sale of products.
  12. Limitations and exclusions of liability: caveats to limits of liability (with consumer protection); interpretation of limits of liability; no liability for force majeure; no liability for business losses; no liability for loss of data or software (with consumer protection); no liability for consequential loss (with consumer protection); no personal liability; liability cap upon product sale.
  13. Order cancellation: cancellation by first party upon breach; cancellation by second party upon breach; cancellation upon insolvency of business customer; cancellation by first party upon force majeure.
  14. Consequences of order cancellation: consequences of cancellation of contract to delivery products.
  15. Scope: document does not cover IP; document does not cover licensing; document does not cover services.
  16. Variation: revision of document by publishing new version on website; variations govern future contracts.
  17. Assignment: assignment by first party (with consumer rights); assignment by second party.
  18. No waivers: no unwritten waivers of breach; no continuing waiver.
  19. Severability: severability of whole; severability of parts.
  20. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  21. Entire agreement: entire agreement - sale of products.
  22. Law and jurisdiction: governing law; jurisdiction.
  23. Statutory and regulatory disclosures: copy of document not filed; language of document; value added tax number; link to ODR website; name and URL of ADR provider.
  24. Our details: website operator name; company registration details; place of business; contact information.
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