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Terms and conditions of sale via website (B2B)

This is a standard terms and conditions of sale template document. It is designed to be used in connection with the online sale and supply of products to businesses. Specifically, it is tailored for ecommerce websites that are operated by the seller, rather than sales via third party marketplaces.

Payment terms are included in the template. The template assumes that payment will usually be made as part of an online checkout process, whilst allowing that some customers may have access to credit accounts, enabling them to pay in arrears following the issue of an invoice by the seller. Credit will only be granted to a customer with the express approval of the seller. Credit limits will apply to any credit accounts, and either statutory or contractual interest will be due on any late payments.

Short-form provisions regarding deliveries are set out in the document. These provide that the seller will use reasonable efforts to deliver products on or before the notified delivery date. If no date is notified, the seller must use reasonable endeavours to deliver the products within some defined period following the order (7 days is suggested). The delivery policy is one part of a website's legal documentation that significant number of customers may actually want to read, so you may wish to use a separate delivery policy as an alternative or supplement to the delivery provisions set out in the terms and conditions.

Under the terms and conditions, the seller gives various warranties in relation to products sold. These warranties include the following statutory assurances: (i) that the seller has the right to sell the products; (ii) that the products are sold free from non-notified encumbrances; (iii) that the buyer will enjoy quiet possession of the products; (iv) that the products will accord with their description; and (v) that the products will be of satisfactory quality. All of these warranties are usually implied by statute into English law contracts for the sale of products.

A fairly detailed set of liability limitations is designed to protect the seller from some kinds of liability. These limitations include a cap, set at the greater of the total amount paid to the seller and some other specified amount. To be enforceable, the liability cap will likely have to be reasonable.

If products are being sold to businesses rather than consumers, the seller has greater scope to include legal protections in its standard terms and conditions of sale. This latitude is reflected in the template generally, which is drafted to protect the interests of the seller rather than the buyer. However, online sales to business are still subject to a certain amount of regulations. For example, the Electronic Commerce (EC Directive) Regulations 2002 apply.

For the avoidance of doubt, this template is not suitable for B2C contracts; nor is it suitable for face-to-face or telephone sales.

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Terms and conditions of sale via website (B2B) contents

  1. Introduction: purpose of document: governing product sales via website; express agreement to document upon order; warranty that customer is business.
  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; delivery location restriction.
  9. Risk and ownership: risk in products passes upon delivery; ownership of products passes delivery or payment; hold products as bailee; all customers to store products separately etc.
  10. 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.
  11. Breach of product warranty: return of products that breach warranties; refund or replacement if product warranties breached; return of product in contravention of document.
  12. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for business losses; no liability for loss of data or software; no liability for consequential loss; no personal liability; liability cap upon product sale.
  13. Order cancellation: cancellation by first party upon breach; cancellation upon insolvency; 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; 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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